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Indian River Memorial Hospital, Inc. d/b/a

Indian River Medical Center

Jan 28, 2015 at 05:00 PM - 06:30 PM

IRMC Boardroom

1000 36th Street

Vero Beach, FL

This meeting may be recorded

Approval of MinutesWayne T. Hockmeyer, Ph. D.

For Action

2015 Meeting Dates

For Action

2015 Committee Membership

For Action

Health Systems of Indian River, Inc.

For Action

Indian River Health Services Corp.

For Action

Vero Radiology Associates, LLC

For Action

Meeting Dates

Committees

2015 Board of Directors


Annual Meeting

Chairman's ReportWayne T. Hockmeyer, Ph. D.

For Information

Foundation Chairman's ReportAnthony Woodruff

For Information

January 2015

Jananuary 2015

President's ReportJeffrey L. Susi

For Information

Call to OrderWayne T. Hockmeyer, Ph. D.

Minutes dated December 10, 2014


December 2014

Meeting Book - Board of Directors

Board of Directors

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Page 11

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Graduate Medical Education

For Action

Risk Manager

For Action

Clinical Research Committee

For Action

GME

Risk Manager

Medical Staff Bylaw Revision

Joint Conference CommitteeCharles Celano, M.D.

Financial ReviewGreg Gardner

For Information

Point West Urgent Care

Review Business Line Financial performance - Urgent CareFY 2015 Budget, Actual FY 2014 and FY 2013Greg Gardner

For Information

Business Line/Project Financial Performance ReviewFY 2015 ScheduleGreg Gardner

For Action

Other Business

FY 2014 AuditKeith Morgan

For Action

1st Quarter FY 2015 Financial Information -Consolidated, Hospital & Physician

Sebastian Urgent Care

Finance CommitteeJack Weisbaum

Foundation Bylaws & Articles of IncorporationWilliam Stewart, Esq.

For Action

Board Self EvaluationWayne T. Hockmeyer, Ph. D.

For Information

Governance CommitteeWayne Hockmeyer, Ph.D.

Clinical Research Committee

Affiliate Staff Bylaw Revision

Business Line

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Page 28

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Page 32

Page 40

Page 42

Page 44

Bylaw Revisions

Proposed IRMC Bylaw RevisionsWayne T. Hockmeyer, Ph. D.

For Action

Attendance at Board Meetings

Articles of Incorporation

Bylaw Revisions

Legal Opinion

Update on Lease & Indigent Care AgreementWilliam Stewart, Esq.

For Information

Other BusinessWayne T. Hockmeyer, Ph. D.

For Information

Public Comment

Adjoun to the Private Session

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INDIAN RIVER MEMORIAL HOSPITAL, INC.

D/B/A INDIAN RIVER MEDICAL CENTER

BOARD OF DIRECTORS

MINUTES

The regular meeting of the Indian River Medical Center Board of Directors was convened by Chairman Thomas Segura on December10, 2014 at 5:00 p.m. in the Hospital Boardroom. MEMBERS PRESENTS: Thomas Segura, Chairman

Charles Celano, M.D. Michael Hammes Kathy Hendrix Wayne Hockmeyer, Ph.D. William Kelley, M.D. Marion Kennedy, R.N. John Lindenthal, M.D. Hugh McCrystal, M.D. Keith Morgan Jack Pastor Theodore Perry, M.D. Matthew Reiser Jeffrey L. Susi Jack Weisbaum Anthony Woodruff

MEMBERS EXCUSED: Fran Ross, Esq. OTHERS PRSENT: Liz Bruner

Lewis Clark, Jr. Damien Coltey Jan Donlan Eugene Feinhour Warren Fuller Greg Gardner Lisa Licitra Stuart Lockman, Esq. Charles Mackett, M.D. Ann Marie McCrystal, R.N. Karen Mitchell William Neil Edwin Ramos Steven Salyer Grace Simonson

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Thomas Spackman, M.D. William Stewart, Esq. Richard Van Lith, Pharm. D. Betsy Whisman

Upon MOTION made by Dr. McCrystal, duly seconded by Ms. Kennedy and unanimously carried the Board of Directors approved the Minutes date October 22, 2014. CHAIRMAN’S REPORT Mr. Segura express how pleased he was with the start of the new fiscal year. Admissions were off to a good start and inpatient surgeries are up. The Hospital is seeing a real improvement. The Hospital and District negotiations have moved from the Indigent Care Agreement (ICA) into the Lease. Mr. Segura asked Mr. Stewart to update the Board. Mr. Stewart explained that the negotiating committee has met several times. The general discussion is toward finding a constructive solution to the differences. The ICA and Lease are tied together and IRMC has advised the District that it is willing to discuss changes in the ICA that affect the Lease. The District wants to package all the documents together. This is not the charge that the IRMC negotiating committee has been given by the Board. The District has hired a financial consultant to evaluate the reimbursements to IRMC. When there is a proposal, the negotiating committee will bring it to the Board for approval. The Team is hopeful that the financial consultant will move the process along. Mr. Morgan asked what the charge was from the District to the Financial Consultant. Mr. Gardner stated that IRMC did not know the scope of work but there have been positive interactions. Mr. Weisbaum asked if anyone else had reviewed the lease. Mr. Stewart explained that when he drafted the original lease, he was the attorney for the District. The lease has been revised over time with significant revisions reviewed by outside counsel. The last lease was in 2012 and it was reviewed extensively. Dr. McCrystal explained that he has been involved in at least two of the reimbursement discussions between the Hospital and the District. The “Bolwell” methodology is based on the Medicare Cost Report. This formula works. The Partners Program was started by the District. It is their program and they agreed to reimburse the expenses so the Hospital would breakeven on the services provided. The Partners Program is the District’s responsibility. The reimbursement the District is proposing will make the Hospital lose money on this program. Discussion ensued. FOUNDATION CHAIRMAN’S REPORT Mr. Woodruff reported that the season has started on a positive note. A kick-off event was held at Johns Island with presentations on the Emergency Department. The Foundation Board is hopeful they will be able to complete the Cancer Care Campaign this year. PRESIDENT’S REPORT Mr. Susi presented the following items from the President’s Report:

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• An Education Retreat has been scheduled for January 29th to begin the process to strategically address governance and physician alignment. The Retreat will include Board Members, Trustees and Executive Committee Members from the Foundation. James Orlikoff will be the presenter.

• An IRMC Task Force on Graduate Medical Education previously recommended development of GME programs in internal medicine, general surgery, emergency medicine and imaging. Late in fiscal year 2011, the Board agreed to place on hold, for a period of three years, any action on GME. Several members of the Medical Staff are very much in favor of revisiting the proposal to develop GME. In January, the Board will be asked to assign a workgroup to revisit and review previous recommendations.

• Indian River Medical Associates held a quarterly meeting on November 9th. For the first time, IRMA was defined as all employed and hospital-based contract physicians, a group greater than 100.

• The search for Chief Nursing Officer is being handled by Skip Fiordalis of Weaverly Partners. We are hopeful that the first candidates will be visiting IRMC in February.

• Musculoskeletal Disease Task Force will be chaired by Dr. Kelley and will include Drs. Weil, Kennedy, Stowe and Mackett along with Mr. Segura. The first meeting is scheduled for December 12th to address resource needs in musculoskeletal diseases to better serve the community. Additionally, the Task Force will serve as a recruitment/selection committee to address physician leadership needs.

• IRMC joined other not-for-profit hospitals such as Martin Memorial Health System and Jupiter Medical Center on record expressing concern regarding the negative impact of All Aboard Florida, specifically as it relates to delays in accessing emergency care.

• The True Beam Linear Accelerator was installed on October 8th and the first patient was treated on November 3rd.

• New Board Member Orientation will be held on January 13th while New Trustee Orientation will be held on October 21st.

Joint Conference Committee

• Confirmation of Medical Staff Representative to the Board

Upon MOTION made by Dr. Celano, duly seconded by Dr. McCrystal and unanimously carried, the Board of Directors accepts the nomination of Pranay Ramdev, M.D. as Medical Staff Representation. Dr. Ramdev’s term will run from January 1, 2015 through December 31, 2016.

• Medical Staff Privilege Forms

Dr. Celano presented a new privilege form for Electromagnetic Navigational Bronchoscopy. This privilege will only be available to those physicians who hold core privileges in Pulmonary Disease. Upon MOTION made by Dr. Celano, duly seconded by Dr. McCrystal and unanimously carried the Board of Directors approves the Electromagnetic Navigational Bronchoscopy privilege form as presented.

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• Affiliate Staff Application The Credentials Committee has revisited the Affiliate Staff privileges because members of the physician community would like to stay connected to the Medical Center and their patients even though they do not admit patients to the Medical Center. This revision will allow physicians to request an application for Affiliate Staff privileges instead of being invited. Affiliate Staff privileges allow a physician to view patient records but do not have voting privileges on the Medical Staff. The applications for Affiliate Staff will be expedited with review by the CMO or Chair of Credentials. The goal is to promote continuum of care. The Committee reviewed the Affiliate Staff Policy revisions, Affiliate Staff Bylaw revisions and the revisions to the Affiliate Staff Application & Consent/Release form. Upon MOTION made by Dr. Celano, duly seconded by Dr. Hockmeyer and unanimously carried, the Board of Directors approves the revisions to the Affiliate Staff Policy, the Affiliate Staff Bylaw, and the Affiliate Staff Application & Consent/Release form as presented. It was noted that the Medical Staff will vote on these revisions at the next Medical Staff Quarterly meeting.

• Clinical Research Review Committee Charter

Dr. Mackett presented a charter for the New Clinical Research Review Committee. Previously, all research was centered on pharmacy and protocols regarding drug usage. As the Medical Center moves forward with the Comprehensive Cancer Program, it will be participating in clinical research with Duke Medicine. A Director of Clinical Research has been hired. Discussion ensued. Several revisions were suggestion.

• Under Procedure Section A number 1 add an “or” between (HPA) and alternate • Under Procedure Section A numbers 5, 6 and 7, add the phrase “or alternate with

similar background.” • Under Procedure Section C number 6 add an additional bullet after “a.” It should

read “b. Complete appropriate IRB review and approval.” • Under Procedure Section C add number 8 which should read “The IRMC CRRC will

provide regular not less than annual reports to the Medical Executive Committee and the Patient Committee of the Board of Directors.”

Upon MOTION made by Dr. Celano, duly seconded by Dr. McCrystal and unanimously carried, the Board of Directors approve the Clinical Research Review Committee Charter as presented with the noted revisions.

• Cancer Committee Chairperson

Dr. Heather Nagel has agreed to be the Chairperson for the Cancer Committee. This is an administrative appointment and requires no action. Dr. Perry previously served in this position.

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FINANCE COMMITTEE

• Financial Review

Mr. Gardner presented consolidated financials for the month of October 2015. On a consolidated basis, bottom line performance was break even, with expenses equal to net revenue. Performance was $180k better than budget and $480k better than last year experience. Approximately 40% of the improved results were driven by the acquisition of the Imaging business. Volume metrics were very strong with 10% growth in inpatient activity over prior year and budget. Hospital only revenue grew 14% over the prior year, outpacing the 10% growth in expenses. Excess of revenue over expense for the hospital was $632k or $479k better than budget and $530k better than prior year. For the month of October the Hospital booked approximately $100k more in Indigent Care reimbursement than what the District has budgeted. Mr. Garnder explained that within a footnote to the FY 2015 budget, was a variance of $2M between the hospital budgeting $9M of indigent Care reimbursement and the District budgeting $7M.

• Assessment of Pension Plan Risk Management Tactics The Finance Committee received an Assessment of the Pension Plan Rick Management Tactics from Robert Bruechert of Towers Watson. The Finance Committee decided not to pursue the lump sum settlement or the retiree annuity purchase option at this time.

Nominating Committee Dr. Kelley advised that the IRCHD Trustees had appointed Gerri Smith as their appointment to the Class of 2017 on the Board of Directors for a three year term. Ms. Smith is very accomplished with a background in education. She has served on hospital boards in the past. The Nominating Committee recommends the following appointments: • Hugh McCrystal, M.D. to the Class of 2016 for a two year term in the unexpired seat of

Thomas Segura • Donald Laurie to the Class of 2017 for a three year term Dr. Kelley explained that Mr. Laurie was recognized worldwide as a leader and a consultant for leadership at major corporations. He will bring an important role to this Board. Discussion ensued. Upon MOTION made by Dr. Kelley, duly seconded by Ms. Hendrix and unanimously carried, the Board of Directors appoints Hugh McCrystal, M.D. to the Class of 2016 for a two year term and Donald Laurie to the Class of 2017 for a three year term. Chairman’s Reflections Mr. Segura reflected on the past 10 years that he has served on the Board of Directors and thanked each of the outgoing Board Members for their service to IRMC and the community.

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Thank You Gifts were distributed. The meeting adjourned to the private session at approximately 6:08 p.m. Respectfully submitted, William Kelley, M.D. Secretary

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Board and Committee Meeting Schedule

2015

JanuaryJanuary 13, 2015

9:00 am New Board Member Orientation

January 21, 2015

9:00 am Trustee Orientation

January 26, 2014

2:00 pm Executive Compensation Compliance Subcommittee4:00 pm Joint Conf.5:00 pm Patient Care

January 27, 2015

1:00 pm Audit Subcommittee2:00 pm Finance

January 28, 2015

2:00 pm Compliance Committee3:00 pm Governance5:00 pm Board

January 29, 2015

9:00 am Education Retreat for Governing Boards with Jamie Orlikoff

January 30, 2015

7:00 am MEC Strategic Session9:00 am Strategic Planning Committee

MarchMarch 5, 2015

9:00 am Strategic Planning Committee

March 6, 2015

9:00 am Joint Meeting of Health Systems, Health Services & VRA Boards10:00 am Education Session on Population Health

March 24, 2015

3:00 pm Governance4:30 pm Finance

March 25, 2015

2:30 pm Nominating4:00 pm Joint Conference5:00 pm Patient Care

March 26, 2015

3:00 p.m. Compliance 5:00 pm Board

DRAFT

January 21, 2015

FebruaryFebruary 4, 2015

9:00 am Strategic Planning Committee May

May 19, 2015

12:00 pm Investment Subcommittee1:00 pm Finance

May 20, 2015

10:00 am Executive Compensation Compliance Subcommittee4:00 pm Joint Conference5:00 pm Patient Care

May 21, 2015

3:00 pm Compliance5:00 pm Board

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Board and Committee Meeting Schedule

2015

AugustAugust 25, 2015

4:00 pm Joint Conference5:00 pm Patient Care

August 26, 2015

1:30 pm Governance3:00 pm Finance

August 27, 20165:00 pm Board

OctoberOctober 26, 2015

3:00 pm Nominating4:00 pm Joint Conference5:00 pm Patient Care

October 27, 2015

1:00 pm Investment Subcommittee2:00 pm Audit Subcommittee3:00 pm Finance

October 28, 2015

2:00 pm Governance3:00 pm Compliance5:00 pm Board

December

December 8, 201512:00 pm Executive Compensation Compliance Subcommittee1:00 pm Compliance Committee

December 9, 2015

3:00 Nominating4:00 pm Joint Conf.5:00 pm Patient Care

December 10, 2015

3:00 pm Finance5:00 pm Board

DRAFTJanuary 21, 2015

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IRMC Board of Directors Committee Membership

Executive CommitteeWayne Hockmeyer, Ph.D. Chairman

Jack Pastor Vice Chaiman

Jack Weisbaum Treasurer

William Kelley, M.D. Secretary

Kathy Hendrix Independent Director

Charles Celano, M.D. Chief of Staff

Jeffrey Susi CEO, exofficio without vote

Strategic Planning*

Michael Hammes Committee Chairman

Wayne Hockmeyer, Ph.D. Chair, exofficio

Donald Laurie Independent Director

Jack Weisbaum Independent Director

William Kelley, M.D. Independent Director


Anthony Woodruff Foundation Director

John Lindenthal, M.D. Vice Chief of Staff

Thomas Spackman, M.D. Trustee


Finance Committee



Michael Hammes Independent Directors

Keith Morgan Independent Directors

Jack Pastor Independent Directors

Matthew Reiser Independent Directors

Fran Ross, Esq. Independent Directors

Anthony Woodruff Foundation

Eugene Feinour Trustee

Allen Jones Trustee


Compliance*

Wayne Hockmeyer, Ph.D. Committee Chair


Michael Hammes Independent Director



Keith Morgan Independent Director

Jack Pastor Independent Director

Gerri Smith Independent Director

Proposed 2015

*Held in executive/private session

**Part of the meeting in executive/private session January 27, 201513 of 76


Proposed 2015

Physician Compensation Compliance Subcommittee (of Compliance)*

Jeffrey Susi Committee Chair



Greg Gardner Management

Charles Mackett, M.D. Management

Executive Comp. Compliance Subcommittee (of Compliance Committee)*

Wayne Hockmeyer, Ph.D. Chairman

Jack Pastor Vice Chairman


William Kelley, M.D. Secretary

Matthew Reiser Independent Director

Governance Committee

William Kelley, M.D. Communitee Chair

Wayne Hockmeyer, Ph. D. Chair, exofficio





Harry Webber Trustee


Nominating Subcommittee (of Governance Committee)

Wayne Hockmeyer, Ph.D. Committee Chair


Eugene Feinour Trustee

Thomas Spackman, MD Trustee




Proposed 2015

Joint Conference Committee**

Wayne Hockmeyer, MD Chairman

Jack Pastor Vice Chairman


William Kelley, MD Secretary

Charles Celano, MD Chief of Staff

John Lindenthal, MD Vice Chief of Staff

Pranay Ramdev, M.D. Med Staff Rep

Hugh McCrystal, MD Chair of Patient Care

David Lazen, MD Chair of Credentials

Geoffrey Wolf, MD Secretary/Treasurer

Jeffrey L. Susi President/CEO

Patient Care Committee*

Hugh McCrystal, M.D., Chair Committee Chair

Charles Celano, M.D. Chief of Staff

John Lindenthal, M.D. Vice Chief of Staff

Pranay Ramdev, M.D. Med Staff Rep




Donald Lauie Independent Director


Keith Morgan Independent Director



Fran Ross, Esq. Independent Director




Katherine Lum, M.D. Chair of Performance Improvement

Harry Phillips, M.D. Duke Representative

Michael Weiss Trustee





Proposed 2015

Investment Subcommittee (of Finance Committee)

Jack Pastor Committee Chair




Anthony Woodruff Foundation


Allen Jones Trustee

Charles Sheehan Community Member

Robert Wood Community Member

Audit Subcommittee (of Compliance)*

Keith Morgan Committee Chair


Wayne Hockmeyer, Ph.D Chair, exofficio



Fran Ross, Esq. Independent Director






HEALTH SYSTEMS OF INDIAN RIVER, INC.

BOARD OF DIRECTORS

2015

Wayne Hockmeyer, Ph.D., Chairman

Jeffrey L. Susi, President

Jack Pastor, Vice Chairman

William Kelley, M.D., Secretary

Jack Weisbaum, Treasurer

Charles Celano, M.D., Chief of Staff

John Lindenthal, M.D., Vice Chief of Staff

Pranay Ramdev, M.D. Medical Staff Representative

Michael Hammes

Kathleen Hendrix

Donald Laurie

Hugh McCrystal, M.D.

Keith Morgan

Matthew Reiser

Fran Ross, Esq.

Gerri Smith

Anthony Woodruff

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INDIAN RIVER HEALTH SERVICES CORP.

BOARD OF DIRECTORS

2015

Wayne Hockmeyer, Ph.D., Chairman

Jeffrey L. Susi, President

Jack Pastor, Vice Chairman

William Kelley, M.D., Secretary

Jack Weisbaum, Treasurer

Charles Celano, M.D., Chief of Staff

John Lindenthal, M.D., Vice Chief of Staff

Pranay Ramdev, M.D. Medical Staff Representative

Michael Hammes

Kathleen Hendrix

Donald Laurie

Hugh McCrystal, M.D.

Keith Morgan

Matthew Reiser

Fran Ross, Esq.

Gerri Smith

Anthony Woodruff

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Vero Radiology Associates, LLC


Jeffrey L. Susi, Chairman

Gregory Gardner, Treasurer, Secretary

_______________________

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Indian River Medical Center Foundation Report


Board of Directors

December 2014

Campaign for Excellence in Cancer Care

In support of the Foundation Board’s goal to complete the Campaign for Excellence in Cancer Care

in calendar 2015, Leadership Committees are actively engaging prospects within their

respective communities. With Easter early in April, committees recognize the importance of

connecting promptly with top prospects for maximum opportunity to enlist their commitments

to the campaign. To date, $36.8 million has been raised toward the $48 million goal, with

additional contributions earmarked to endow Excellence in Cancer Care.

Grand Harbor’s Leadership Committee hosted 145 guests for the first of three Eagle Dinner

planned for 2014-15. Featuring Dr. Jared Christensen, Director, Duke Lung Cancer Screening

Program/Division Chief, Cardiothoracic Imaging, the evening introduced IRMC’s leading edge,

life-saving lung screening program developed in cooperation with Duke and IRMC

pulmonologists Drs. Michelle Maholtz, Diego Maldonado, John Suen and Michael Tonner;

radiologist Heather Nagel; and internist Maurico Munoz.

Beginning in January, at least eight prospect education and engagement events, such as Eagle

Dinners and Medical Lectures, will take place monthly, interspersed with individual and small

group tours, leadership luncheons and meetings to promote campaign support. Committees

continue to develop prospect engagement strategies and action steps tailored to their unique

communities, such as private receptions or dinners.

Communications

Major components of the Foundation’s new communications program debuted in the January

issue of Vero Beach Magazine and the January 8 issues of Vero Beach 32963 and its sister

publication Vero News/Sebastian News. Thanks to the support and guidance of key Foundation

board members and community leaders, the Foundation is embarking on a year-long ad

campaign that gives donors, grateful patients, physicians and other community leaders an

opportunity to tell the publications’ readers in their own words “What Really Matters” about

healthcare and IRMC.

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Planned Giving

To generate long-term funding for IRMC, the Foundation is expanding its endowment efforts

with a focus on providing an array of opportunities for donors to give funds in perpetuity.

Establishing and marketing general and program-specific endowment funds opens the door for

significant estate gifts, greatly enhancing our current Planned Giving program. A newly

developed Endowment Policy will be presented by the Planned Giving Committee for

Foundation Board approval in January.

Stewardship

On January 7, the Foundation conducted one of a series of seasonal Circle of Care Health Fairs

for Sustaining Eagles and members of The James B. Malloy Society. As always, donors enjoyed the

single-stop opportunity to receive private clinical services and advice in six different areas of

care, followed by a gourmet breakfast. Sustaining Eagles are those who contribute a total of

$10,000 or more in cash or cash equivalents within a calendar year and members of the Malloy

Society have contributed $250,000 or more.

Community Outreach

The Foundation along with other charitable organizations and local businesses has been invited

to participate in a Community Enhancement Fair at Grand Harbor on January 16. As part of the

Welcome Back Weekend activities, the fair offers Grand Harbor members an educational

opportunity with each fair participant.

FY15 Annual Fund

As of January 14, 2015 the Foundation has received $1,722,336 in unrestricted gifts and pledges

to the Annual Fund for FY2015 vs. $1,492,196 in unrestricted gifts and pledges for the same

period last year, representing an increase of $230,140 or 15.4%. Annual Fund contributions

result from direct mail appeals, including the Grateful Patient appeal, honor/memorial gifts,

estate distributions, unsolicited gifts, gifts through the website, and personal solicitations.

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PRESIDENT’S REPORT

January 2015

• Season Comes Early

Every year, we experience a few days where it seems that we just do not have enough staffed beds to handle the increased demand that comes with season. This year, season came early, and in the second week of January we found ourselves scrambling to find enough rooms to for patients requiring admission. Additionally, we are seeing a welcomed increase in operating room activity. In response, the planned opening of seasonal beds, and staffing, has been moved up. Looking forward, the Operations Team is reallocating space to make available additional beds, more than originally planned, to get us through what we hope will be a very busy season. Staffing has been increased to accommodate the increased activity and we are actively exploring opportunities to expand surgical capacity. More detailed information will be provided at the Patient Care Committee.

• Education Retreat A Board Education Retreat will be held on Thursday, January 29th at Costa d’esta. James Orlikoff will present on the healthcare environment, governance and integrated health systems. IRMC Board Members, Trustees and Executive Committee members of the Foundation Board have been invited to participate.

• Indigent Care Agreement Negotiations

Dr. Hockmeyer and Dr. Spackman have had a couple of meetings, trying to facilitate successful negotiation of the Indigent Care Agreement and related changes to the Lease. They have met both privately and with attorneys. On a parallel track, the District has engaged a consultant to assist with developing a reimbursement formula and the District has acknowledged receiving a preliminary report from their consultant. While our finance staff has met with the consultant and shared information as requested, we have not yet received a proposal from the District recommending a reimbursement formula for our consideration.

• Board Orientation

A general Board Orientation was held on Tuesday, January 13th, and was attended by all three new Board Members as well as a few returning Directors. A similar orientation was planned for new Trustees, but was rescheduled when only one new Trustee was available to attend.

• Risk Manager Cynthia Goodrich, Paralegal, recently received her license as a Risk Manager. She joins Rick Walker, R.N. in the risk management department as he transitions to retirement. At the annual meeting in January, management will recommend the appointment of Cynthia Goodrich as IRMC Risk Manager.

• CNO Search Skip Fiordalis of Waverly Partners is conducting the search for the Vice President/Chief Nursing Officer. Four candidates will be visiting IRMC for a first round of interviews in February. The Executive Compensation Subcommittee will be reviewing the job description. Once management has narrowed the candidate list down to the top two or three candidates, the Executive Compensation Subcommittee and the Nursing Advisory Committee will be asked to participate in the selection process.

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• CLO Search Ronald J. Ciardello from Major, Lindsey & Africa located in Boston, Massachusetts has been retained to conduct the search for Senior Vice President/Chief Legal Officer. Advertisements for this position will begin next week. The Executive Compensation Subcommittee will be reviewing the job description and will be involved in the selection process. The CLO has accountability to both the CEO and the Board, and therefore requires approval of both.

• Musculoskeletal Disease Task Force A Task Force, chaired by Dr. Bill Kelley and including Drs. Weil, Kennedy, Stowe and Mackett, met on December 12th to address resource needs in musculoskeletal diseases to better serve our community. Staff is currently developing a comprehensive review of the marketplace for musculoskeletal diseases which will help us identify and quantify a detailed vision for the program and resource requirements, including leadership, needed to achieve our vision for this most important service line.

• Graduate Medical Education (GME) As previously reported, management will be recommending the reconvening of a task force to review and update the previous study and report on GME. Please see the attached memo regarding task force membership.

• Emergency Department Operations Update

Measurable improvements in emergency department operations through December, 2014 have been most disappointing, but recent improvements are very encouraging. Facility improvements were completed at year-end, enabling process improvements that are starting to show results. The most recent week in January showed the department meeting all of its service goals in spite of a significant increase in volume. Detailed reports will be given to the Patient Care Committee.

• IRMC 2nd in State to Offer Wireless Heart Monitoring IRMC is the 2nd hospital in Florida and 11th in the United States to offer the CardioMEMS HF System. The procedure—first performed here on Dec. 12, 2014—involves implanting a small pressure sensor in a patient’s pulmonary artery. The wireless sensor is able to transfer information about the patient’s pulmonary artery pressure, an early indicator of heart failure symptoms, to physicians in a remote location. The CardioMEMS HF System is the first and only U.S. Food and Drug Administration approved heart failure monitoring device that has been proven to significantly reduce hospital admissions when used by physicians to manage heart failure, a disease that affects more than 5 million Americans. Heart failure occurs when the heart is unable to pump enough blood to meet the body’s demands and blood pressure within the heart is elevated. Pressure in the pulmonary artery often increases before other symptoms of heart failure such as changes in weight and blood pressure.

• FHA Quality & Patient Safety Committee

Dr. Mackett has been appointed by the Florida Hospital Association Chairman of the Board to serve as a member of the FHA Quality and Patient Safety Committee. Dr. Mackett was nominated, in part, because of IRMC’s excellent performance in the FHA 2014 Hospital Engagement Network’s reduction in patient harm initiative.

• Health & Wellness Center

Design for the Health & Wellness Center (HWC) Phase I is complete. The integrated site plan for the Cancer Center and HWC was presented to the Indian River County Hospital District Board on January 14th. The site plan for this project will be submitted to the Indian River County planning staff for approval the week of January 19th.

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• Human Resource Update A rebuild of the recruitment process is underway, scheduled for implementation in late January. The new process will feature an improved applicant tracking system, along with behavior based assessment tools and behavior based interviews. The new process will also include limited recruitment process outsourcing, leveraging our partner’s national networks, social media and related resources.

• Clinical Research Committee

Ongoing activities continue to build the foundation for the clinical research program. The outcomes which will evolve from the research program will be the ability to bring cutting edge medicine to our community through the availability of the newest oncology treatment. Activities accomplished to date have been: � Forming a Clinical Research Review Committee - first meeting to be held January

2015 � Development and approval of research policies which cover the appropriate conduct

of clinical research � Development of a training program for research and medical staff � Ongoing community education � Completion of regulatory application processes for applicable physicians who will

serve as investigators for selected studies The IRMC and Duke collaboration is the bridging of academia medicine with community practice and will open opportunities for both our patients and our professional staff.

• Cancer Center Program Recruitment: Progress-to-date

Duke has evaluated 24 candidates for the Cancer Center Program Director position. A finalist candidate was selected by Duke and IRMC that, unfortunately, had to withdraw due to personal reasons. Recruitment has continued with Duke currently interviewing two new candidates.

• Cancer Program Planning: Progress-to-date There are three major facility/equipment improvement efforts for the Cancer Program funded by the Foundation: � Cancer Center – The TrueBeam Linear accelerator has treated 24 patients since

becoming operational in November. Site work is underway with concrete foundations being poured the week of January 26th, followed by erection of structural steel in February and March. Completion of the Cancer Center including; Chemotherapy, Physician offices, Cancer support and renovation of the Radiation Oncology unit is projected for September 2015.

� Inpatient Cancer Unit – Construction for the Medical Oncology unit on 5 North is underway and projected to be complete in late April 2015. A Mock-up of the expanded Private room has been prepared for staff, physicians and foundation to “fine tune” room design.

� Surgery – Construction of a new Neurosurgery Operating room and renovation and surgical equipment for General Surgery Operating Rooms is planned for “after season”. Proctor Construction has been selected through a competitive RFP process to be the general contractor for this project. Construction will begin in May with a projected completion in September 2015. Additionally, staff is evaluating opportunities to expand surgical capacity to serve both inpatients and outpatients.

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• Indian River Medical Associates On January 1, 2015, Dr. Charles Celano joined the Indian River Medical Associates physician practices. Dr. Celano has been a leader for the IRMC Medical Staff for years, having previously served as Chief of Staff from 2002 – 2003 and from 2012 to present. Additionally, Dr. Celano has been a member of the Medical Staff Executive Committee, Chairman of the Department of Cardiology, Medical Director for the Cardiac Cath Lab and current Medical Director for the Cardiac Rehabilitation program at IRMC. Dr. Celano has also been a leader in education at IRMC having been a Clinical Instructor for the Florida State University Medical Students at IRMC since 2006. His contact numbers will remain the same as well as his office at 3607 15th Avenue, Suite A, Vero Beach, FL.

• Information Technology Update

We are underway with two major wireless infrastructure changes.

� All 282 of our wireless access points will be replaced with a newer AP3825 medical grade model. The AP3825 is a high-performance 802.11ac and 802.11abgn indoor access point that is purpose-built for high-density deployments. The access point is designed to operate in heavy-user and mission critical environments such as healthcare facilities, universities, conference centers, arenas, and stadiums. This will assist us in supporting the demanding voice/ video/data applications for our clinicians and mobile users. The newer access points will also give us better Wireless Intrusion Prevention (WIPS) functions by providing continuous scanning, threat classification, rogue AP detection, and countermeasures against possible attacks.

� Our wireless phones are being replaced. We currently have three wireless phone systems. Over the next several months these systems will be replaced with one Ascom wireless phone system. We will start with the Emergency Department in order to support their need for blue tooth capability.

• Campaign for Excellence in Cancer Care In support of the Foundation Board’s goal to complete the Campaign for Excellence in Cancer Care in calendar 2015, Leadership Committees are actively engaging prospects within their respective communities. With Easter early in April, committees recognize the importance of connecting promptly with top prospects for maximum opportunity to enlist their commitments to the campaign. To date, $36.8 million has been raised toward the $48 million goal, with additional contributions earmarked to endow Excellence in Cancer Care.

• IRMC Honored with Quality Achievement Award for Stroke Care

IRMC received the Get With The Guidelines®-Stroke Gold-Plus Quality Achievement

Award for implementing specific quality improvement measures of stroke patients. The

American Heart Association/American Stroke Association (AHA/ASA) helps hospital

teams provide up-to-date, research-based guidelines with the goal of speeding recovery

and reducing death and disability for stroke patients. Measures include aggressive use of

medications and risk-reduction therapies aimed at reducing death and disability and

improving the lives of stroke patients. According to the AHA/ASA, stroke is the number

four cause of death and a leading cause of adult disability in the United States. On

average, someone suffers a stroke every 40 seconds; someone dies of a stroke every

four minutes; and 795,000 people suffer a new or recurrent stroke each year.

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• Auxiliary Installs Officers

About 70 guests attended the Auxiliary Annual Meeting and Installation of Officers Luncheon at the Oak Harbor Club. Maureen Luther, Director, Volunteer Services, did the duty of installing the officers. She thanked the outgoing officers and committee chairs for their years of service, including Jim Gosselin, who served as Auxiliary president for two years. She then introduced the incoming officers that were present. 2014-15 officers are Diane Litzinger, 3rd vice president; Carmen Irizarry, corresponding secretary; Marcia Dedert, assistant treasurer; Shelly Weltman, recording secretary; Margaret Hockenhull, president; Kathy Dirocco, treasurer; Jane Wieck, 2nd vice president; Barbara Sylvester, 1st vice president and Marsha Adams, parliamentarian.

• IRMC Partners with Universal Security Alliance Inc.

Universal Security Alliance Inc. is now providing security services at IRMC. Universal Security Alliance brings a wealth of security knowledge and national best practices in security services. Chris Ruiz, a native of Key West, is serving as Security Operations Manager. Ruiz has more than 20 years of experience in law enforcement, military and government sector security experience, including serving as an Army paratrooper with the 82nd Airborne Division in Ft. Bragg, NC. Employees and visitors to IRMC can expect to see an increased security presence. All security officers will complete a 40-hour state certification class. Additionally, the security guards will wear new all-black uniforms. And, with Universal Security Alliance working in conjunction with the Indian River County Sheriff’s Office, armed security will be present in the Emergency Department 24 hours a day, seven days a week,

• Population Health Management Through Accountable Care Organizations (ACOs) and other initiatives, health systems are encouraged to develop strategies to manage population health. McKesson is a leading healthcare organization providing technology to hospitals, healthcare insurance companies, ACOs and health systems. On Friday, March 6th, McKesson will be providing IRMC with an education program on population health. All members of the Board and Medical Executive Committee will be encouraged to attend.

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/2

MEDICAL STAFF BYLAWS ARTICLE 2 – CATEGORIES OF THE MEDICAL STAFF

Approved Bylaws Revision: Underline = addition Strikeout = deletion

2.D. AFFILIATE STAFF

The Medical Staff has determined that it is in the best interest of Indian River Medical Center’s

patients to promote continuity of care with physicians in our community who provide patient care in

an outpatient setting. The Affiliate Staff category allows physicians to refer their patients to

hospitalists and other Medical Staff Appointees with admitting and clinical privileges when patient

hospitalization is needed with discharge back to the physician’s outpatient practice. Affiliate Staff

members are permitted to access their patient’s clinical records to facilitate follow- up patient care.

Members of the Affiliate Staff:

(1) serve by invitation only based on need (appointment) after obtaining clinical input from the

department chair and favorable recommendations from the Credentials Committee and the

Medical Executive Committee. Current Medical Staff Appointees may request a transfer to the

Affiliate Staff without obtaining an invitation based on need.

(Renumbering, as needed)

(1) have membership with no privileges. They may refer patients to hospitalists or other Medical

Staff Appointees with admitting and clinical privileges. They may visit patients they have

referred, review patients’ medical records and observe procedures (with the consent of the

patient and the treating Medical Staff Appointee);

(2) an expedited credentialing process is allowed since there are no clinical privileges associated

with this staff category, however, applicants are required to meet qualifications for Medical Staff

appointment as outlined in Article 7 except for the qualifications set forth in Section 7.A.1.b.,

(2), (3), (5), (6), (11), and (12) of that Article;

(3) abide by the same confidentiality, privacy, and security policies as any other member of the

Medical Staff.

(4) have no minimum or maximum clinical contact requirements since no clinical privileges are

granted;

(5) may not provide consultations;

(6) have no Medical Staff or department voting rights;

(7) have no obligation to provide specialty emergency service coverage or to care for unassigned

patients;

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/2 (8) cannot hold office or be chairs of committees;

(9) may be invited to participate on a committee with vote;

(10) may attend Medical Staff or department meetings; and

(11) pay Medical Staff dues, as applicable.

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Act / Bud Act / PY

Volume Actual Budget Prior Year % Var % Var

Admissions 3,862 3,500 3,450 10.3% 11.9%

Observation Discharges 882 890 896 -0.9% -1.6%

Total Admissions & Observation 4,744 4,390 4,346 8.1% 9.2%

Adjusted Admissions 6,341 5,950 6,016 6.6% 5.4%

Patient Days 15,838 14,948 14,759 6.0% 7.3%

Adjusted Patient Days 26,005 25,412 25,736 2.3% 1.0%

Average Daily Census 172 162 160 6.0% 7.3%

Urgent Care Visits 4,561 4,474 4,561 1.9% 0.0%

ER Visits 15,079 14,265 13,920 5.7% 8.3%

Surgeries 1,770 1,594 1,546 11.0% 14.5%

FTE's - Overall 1,408.5 1,380.8 1,241.1 2.0% 13.5%

AR Days 41.7 42.0 50.5 -0.8% -17.5%

Days Cash on Hand 71.0 72.0 71.0 -1.4% 0.0%

Case Mix Index 1.52 1.54 1.55 -1.5% -1.9%

Income Statement Act / Bud Act / PY

(in thousands) Actual Budget Prior Year % Var % Var

Patient Revenue 53,612 50,786 44,384 5.6% 20.8%

DSH / UPL 836 758 771 10.2% 8.3%

Medicaid / UPL 189 189 189 0.0% 0.0%

Other Revenue 3,822 4,183 3,201 -8.6% 19.4%

Bad Debt (3,901) (3,644) (3,317) 7.1% 17.6%

Net Revenue 54,557 52,273 45,229 4.4% 20.6%

Total Personnel Cost 29,564 28,550 25,381 3.6% 16.5%

Contracted and Other Services 11,625 11,321 10,233 2.7% 13.6%

Supplies 10,363 9,318 8,555 11.2% 21.1%

Depreciation 3,010 3,063 2,850 -1.7% 5.6%

Interest 90 93 -

Total Operating Exp 54,652 52,344 47,019 4.4% 16.2%

Excess (Deficit) Revenue Over Expenses (95) (72) (1,790)

District Indigent Care funding is being recorded using the cash basis of accounting. Year-to-date, the District has provided $1,762,000 of funding based on its FY2015 annual budget of $7,048,000.

IRMC's year-to-date budget reflects $2,258,000 of Indigent Care funding based on its FY2015 annual budget of $9,032,000. The year-to-date difference between the amounts is $496,000 and is in dispute.


Consolidated Financial InformationYTD December 2014

Year to Date

Year to Date

1,800

1,900

2,000

2,100

2,200

2,300

2,400

Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep

Adjusted Admissions

Actual Budget

-1,000

-500

0

500

1,000

1,500

2,000


Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)

Actual Budget

7,500

8,000

8,500

9,000

9,500


Operating Expense Per Adjusted Admission

Actual Budget

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Act / Bud Act / PY


Admissions 1,399 1,195 1,166 17.1% 20.0%




Patient Days 5,766 5,082 4,911 13.5% 17.4%




ER Visits 5,251 5,037 4,915 4.2% 6.8%

Surgeries 623 527 511 18.2% 21.9%

FTE's - Overall 1,430.7 1,400.3 1,262.7 2.2% 13.3%

AR Days 41.7 42.0 50.5 -0.8% -17.5%

Days Cash on Hand 71.0 72.0 71.0 -1.4% 0.0%

Case Mix Index 1.47 1.54 1.57 -4.3% -6.2%



Patient Revenue 18,760 17,366 15,487 8.0% 21.1%

DSH / UPL 297 261 270 13.8% 10.0%

Medicaid / UPL 63 63 63 0.0% 0.0%

Other Revenue 825 1,374 1,025 -39.9% -19.5%

Bad Debt (1,309) (1,179) (1,084) 11.1% 20.7%

Net Revenue 18,636 17,885 15,762 4.2% 18.2%

Total Personnel Cost 9,847 9,859 8,635 -0.1% 14.0%


Supplies 3,644 3,142 2,876 16.0% 26.7%

Depreciation 1,011 1,026 933 -1.5% 8.3%

Interest Expense 30 31 -


Excess (Deficit) Revenue Over Expenses 210 29 (343)


Consolidated Financial InformationDecember 2014

Month to Date

Month to Date

1,800

1,900

2,000

2,100

2,200

2,300

2,400


Adjusted Admissions

Actual Budget

-1,000

-500

0

500

1,000

1,500

2,000



Actual Budget

7,500

8,000

8,500

9,000

9,500



Actual Budget

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Act / Bud Act / PY


Admissions 3,862 3,500 3,450 10.3% 11.9%




Patient Days 15,838 14,948 14,759 6.0% 7.3%



ER Visits 15,079 14,265 13,920 5.7% 8.3%

Surgeries 1,770 1,594 1,546 11.0% 14.5%

FTE's - Overall 1,206.2 1,181.6 1,062.6 2.1% 13.5%

AR Days 43.3 42.0 52.3 3.1% -17.1%

Days Cash on Hand 71.0 72.0 71.0 -1.4% 0.0%

Case Mix Index 1.52 1.54 1.55 -1.5% -1.9%



Patient Revenue 44,494 41,933 38,616 6.1% 15.2%

DSH / UPL 836 758 771 10.2% 8.3%

Medicaid / UPL 189 189 189 0.0% 0.0%

Other Revenue 3,295 3,734 2,958 -11.8% 11.4%

Bad Debt (3,901) (3,644) (3,317) 7.1% 17.6%

Net Revenue 44,913 42,970 39,217 4.5% 14.5%


Contracted and Other Services 8,785 9,172 8,550 -4.2% 2.7%

Supplies 9,872 8,848 8,335 11.6% 18.4%

Depreciation 2,665 2,736 2,685 -2.6% -0.7%

Interest - - -


Excess (Deficit) Revenue Over Expenses 1,271 867 (72)

District Indigent Care funding is being recorded using the cash basis of accounting. Year-to-date, the District has provided $1,762,000 of funding based on its FY2015 annual budget of $7,048,000.

IRMC's year-to-date budget reflects $2,258,000 of Indigent Care funding based on its FY2015 annual budget of $9,032,000. The year-to-date difference between the amounts is $496,000 and is in dispute.


Hospital Only Financial InformationYTD December 2014

Year to Date

Year to Date

1,800

1,900

2,000

2,100

2,200

2,300

2,400


Adjusted Admissions

Actual Budget

5,500

6,000

6,500

7,000

7,500



Actual Budget

-1,000

-500

0

500

1,000

1,500

2,000



Actual Budget

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Act / Bud Act / PY


Admissions 1,399 1,195 1,166 17.1% 20.0%




Patient Days 5,766 5,082 4,911 13.5% 17.4%



ER Visits 5,251 5,037 4,915 4.2% 6.8%

Surgeries 623 527 511 18.2% 21.9%

FTE's - Overall 1,230.7 1,202.1 1,081.9 2.4% 13.8%

AR Days 43.3 42.0 52.3 3.1% -17.1%

Days Cash on Hand 71.0 72.0 71.0 -1.4% 0.0%

Case Mix Index 1.47 1.54 1.57 -4.3% -6.2%



Patient Revenue 15,618 14,354 13,340 8.8% 17.1%

DSH / UPL 297 261 270 13.8% 10.0%

Medicaid / UPL 63 63 63 0.0% 0.0%

Other Revenue 650 1,224 945 -46.9% -31.2%

Bad Debt (1,309) (1,179) (1,084) 11.1% 20.7%

Net Revenue 15,319 14,723 13,534 4.0% 13.2%


Contracted and Other Services 3,067 3,107 3,029 -1.3% 1.3%

Supplies 3,500 2,983 2,804 17.3% 24.8%

Depreciation 896 917 879 -2.3% 1.9%

Interest Expense - - -


Excess (Deficit) Revenue Over Expenses 387 357 73


Hospital Only Financial InformationDecember 2014

Month to Date

Month to Date

1,800

1,900

2,000

2,100

2,200

2,300

2,400


Adjusted Admissions

Actual Budget

5,500

6,000

6,500

7,000

7,500



Actual Budget

-1,000

-500

0

500

1,000

1,500

2,000



Actual Budget

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Act / Bud Act / PY


Patient Visits 34,505 31,596 31,979 9.2% 7.9%


Hospital Outpatient Surgeries 323 - 289 11.8%

FTE's - Overall 202.3 199.2 178.6 1.6% 13.3%



Patient Revenue 6,544 6,129 5,768 6.8% 13.4%

DSH / UPL

Medicaid / UPL

Other Revenue 485 449 244 7.9% 99.0%

Bad Debt - - -

Net Revenue 7,028 6,579 6,011 6.8% 16.9%



Supplies 299 200 220 49.6% 36.0%

Depreciation 177 168 164 5.3% 7.6%

Interest - - -


Excess (Deficit) Revenue Over Expenses (1,976) (1,610) (1,718)


Physician Financial InformationYTD December 2014

Year to Date

Year to Date

0

5,000

10,000

15,000

20,000


Total Patient and Urgent Care Visits

Actual Budget

-2,000

-1,000

0

1,000

2,000



Actual Budget

-

1,000

2,000

3,000

4,000


Operating Expense

Actual Budget

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Act / Bud Act / PY


Patient Visits 11,134 10,492 10,597 6.1% 5.1%


Hospital Outpatient Surgeries 92 - 97 -5.2%

FTE's - Overall 200.0 198.2 180.8 0.9% 10.6%



Patient Revenue 2,262 2,104 2,147 7.5% 5.3%

DSH / UPL

Medicaid / UPL

Other Revenue 161 150 81 7.7% 100.0%

Bad Debt - - -

Net Revenue 2,423 2,254 2,228 7.5% 8.8%

Total Personnel Cost 2,153 2,232 1,885 -3.5% 14.2%

Contracted and Other Services 533 449 632 18.5% -15.6%

Supplies 81 69 73 17.7% 11.1%

Depreciation 59 56 54 5.3% 8.9%

Interest Expense - - -


Excess (Deficit) Revenue Over Expenses (403) (552) (416)


Physician Financial InformationDecember 2014

Month to Date

Month to Date

0

5,000

10,000

15,000

20,000


Total Patient and Urgent Care Visits

Actual Budget

-2,000

-1,000

0

1,000

2,000



Actual Budget

-

1,000

2,000

3,000

4,000


Operating Expense

Actual Budget

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Patient Revenue 2,574 2,724 -5.5%

DSH / UPL 0 0

Medicaid / UPL 0 0

Other Revenue 42 -

Bad Debt - -

Net Revenue 2,616 2,724 -4.0%

Total Personnel Cost 675 804 -16.0%

Contracted and Other Services 881 726 21.4%

Supplies 191 270 -29.3%

Depreciation 168 159 5.6%

Interest 90 93 -2.7%

Total Operating Exp 2,006 2,052 -2.2%

Excess (Deficit) Revenue Over Expenses 610 672 -9.2%


Outpatient Imaging Services Only Financial InformationYTD December 2014

Year to Date

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Patient Revenue 880 908 -3.1%

DSH / UPL 0 0

Medicaid / UPL 0 0

Other Revenue 14 -

Bad Debt - -

Net Revenue 894 908 -1.5%

Total Personnel Cost 225 268 -16.0%

Contracted and Other Services 294 242 21.4%

Supplies 64 90 -29.3%

Depreciation 56 53 5.6%

Interest Expense 30 31 -2.7%

Total Operating Exp 669 684 -2.2%

Excess (Deficit) Revenue Over Expenses 225 224 0.6%


Outpatient Imaging Services Only Financial InformationDecember 2014

Month to Date

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Business Line/Project Financial Performance Review

FY 2015 Schedule

• Urgent Care Centers - January 27, 2015

o Sebastian Urgent Care

o Pointe West Urgent Care

• Gastroenterology Program - March 24, 2014

o Vero Gastroenterology

o Outpatient Endoscopy

• Outpatient Imaging - August 26, 2015

o Hospital Based

o Vero Radiology Associates

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BYLAWS

OF

INDIAN RIVER HOSPITAL FOUNDATION, INC.

A Florida Nonprofit Corporation

ARTICLE I

DEFINITIONS, PURPOSES AND POWERS

Section 1.1. DEFINITIONS. The terms set forth below shall have the following meanings

unless otherwise required by the context in which they may be used:

Articles of Incorporation. The term "Articles of Incorporation" shall mean the 2014

Amended and Restated Articles of Incorporation of the Corporation as filed with the Department

of State of Florida on the 11th day of September, 1985___________________, 2014, and any

amendments thereto.

Board. The term "Board" shall mean the Board of Directors of the Corporation.

Board Committee. The term "Board Committee" shall mean in general a body whose

chair is appointed by the Chairman of the Board and whose members are appointed by the

Chairman of the Committee and confirmed by the Board of Directors and which may be

authorized to exercise a designated portion of the authority of the Board when the Board is not in

session.

Bylaws. The term "Bylaws" shall mean the Bylaws of the Corporation except where

reference is specifically made to the bylaws of another entity or unit.

Corporation. The term "Corporation" shall mean Indian River Hospital Foundation,

Inc., a not-for-profit corporation.

Director. The term "Director" shall refer to one or more members of the Board of

Directors of the Corporation as provided in Article IV.

Ex-Officio. The term “Ex-Officio” means serves as a member of a body by virtue of

officer position, and, unless otherwise expressly provided, includes the right to vote.

Majority. The term "majority" shall mean fifty-one percent (51%) of the applicable

total number.

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2

Member. The term "member" shall in all cases refer to persons serving as regular

members of a body with authority to vote and be counted in determining the existence of a

quorum except when used in reference to members of a class of membership of the Corporation

which is not entitled to vote.

Officer. The term "Officer" shall mean one or more of the positions as provided in

Article VI.

Sole Member. The term "Sole Member" shall refer to Indian River Memorial Hospital,

Inc., a Florida not-for-profit corporation. The President and Chief Executive Officer of Indian

River Memorial Hospital shall act as liaison between the Sole Member of the Corporation and

the Corporation and shall communicate the needs of the Sole Member of the Corporation to the

Officers and the Board of Directors of the Corporation.

Section 1.2. STATEMENT OF PURPOSE. The Corporation has been formed for those

purposes set forth in the Articles of Incorporation. Specifically tThe Corporation’s primary

mission is to develop a sense of community purpose with the goal of stimulating contributions to

be used to assist Indian River Memorial Hospital, Inc. in the accomplishment of the

Corporation’s stated mission as follows:

The Indian River Hospital Foundation, an affiliate of Indian River

Memorial Hospital, is a not-for-profit, philanthropic organization

whose primary mission is to generate contributions to supplement

the capital requirements of the hospital. The Foundation is

committed to developing a sense of community purpose in support

of the hospital’s mission, which is to provide excellent, cost

competitive healthcare services to our community.

The primary focus of the Corporation’s efforts shall be to supplement the capital requirements of

Indian River Memorial Hospital, Inc.; however, other financial needs of Indian River Memorial

Hospital, Inc. may be addressed by the Corporation.

Section 1.3. POWERS. Except as limited by the Articles of Incorporation or these

Bylaws, the Corporation shall have and exercise such powers in furtherance of its purposes as are

now or may hereafter be granted by Chapters 607 and 617 of the Florida Statutes. Such powers

shall include but not be limited to the power to sue and be sued, to contract and be contracted

with, and to acquire, purchase, hold, lease, sell, mortgage and convey such real and personal

property as the Board may deem proper or expedient to carry out the purposes of the Corporation.

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3

ARTICLE II

OFFICES

Section 2.1 OFFICES OF THE CORPORATION. The Corporation’s office is

maintained at 1000 36th Street, Vero Beach, Florida 32960. The Corporation shall have and

continuously maintain in the State a registered office and resident agent (whose office shall be

identical with such registered office) and may have such other offices within or without the State

as the Board may from time to time determine.

ARTICLE III

VOTING MEMBERSHIP

Section 3.1. CLASSIFICATION AND QUALIFICATION. The Corporation shall have

one class of membership with privilege of voting. The sole member of the class of membership

of the Corporation with the privilege of voting shall be Indian River Memorial Hospital, Inc.

Section 3.2. ANNUAL MEETING. The Sole Member of the Corporation shall meet

annually within one hundred and twenty (120) days following the completion of the

Corporation’s annual audit at the time and place determined by the Board of Directors of the

Corporation. Written notice of all meetings shall be by United States Mail or electronic mail sent

not more than thirty (30) days nor less then fifteen (15) days immediately preceding the time

fixed for said meeting.

Section 3.3. SPECIAL MEETINGS. Except as otherwise specifically provided by law or

by the Articles of Incorporation, special meetings of the Sole Member may be called by the

Chairman or by the written request of the Sole Member of the Corporation, and shall be held at

such time and place and pursuant to such notice as may be fixed by the Board of Directors.

Written notice of all special meetings shall be by United States Mail or electronic mail sent not

more than thirty (30) days nor less then ten (10) days immediately preceding the time fixed for

said meeting and shall specify the purposes for which the special meeting is called.

Section 3.4. WAIVER OF NOTICE. Waiver by the Sole Member of notice of a

Membership meeting by attendance at the meeting, unless such attendance is to object to the

notice herein required, or in writing signed thereby, whether before or after the time stated

therein, shall be equivalent to the giving of such notice as required in Section 3.2 and 3.3 of these

Bylaws.

Section 3.5. ORDER OF BUSINESS. The order of business at a membership meeting

shall be determined by the Sole Member.

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4

Section 3.6. LIABILITY OF MEMBERSHIP. The Sole Member of the Corporation

shall not be personally liable to the Corporation’s creditors for any indebtedness or liability and

any or all creditors of the Corporation shall look only to the assets of the Corporation for

payment.

Section 3.7. TRANSFER OF MEMBERSHIP. Membership in the Corporation and/or

any rights derived therefrom are not transferable or assignable.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1. GENERAL POWERS. All of the business and affairs of the Corporation

shall be managed by the Board of Directors in a manner consistent with these Bylaws and other

applicable law. The Board shall make appropriate delegations of authority to the Officers and, to

the extent permitted by law, by appropriate resolution, the Board may authorize one or more

Board Committees to act on its behalf when it is not in session.

Section 4.2. NUMBER OF DIRECTORS AND COMPOSITION. The Board of

Directors shall consist of forty seven (47) Directors, until the number is changed by amendment

to these Bylaws consistent with the Articles of Incorporation. The Board shall be composed of

the President of the Sole Member of the Corporation, serving Ex-Officio, and a member of the

Medical Staff of the Sole Member, nominated by the Nominating Committee and approved by

the Board, and forty five (45) other members either elected or appointed.

Section 4.3. CLASSIFIED BOARD, TERM, AND ELECTION.

4.3.1 Nominating/Governance Committee. At the first Board of Directors

meeting of the fiscal year the Board of Directors shall approve, by majority vote, a

Nominating/Governance Committee composed of not less than five (5) members,

one of whom shall be the Chairman of the Corporation, the second of whom shall

be the President of the Sole Member, and the others of whom shall be selected

from the general directorship, subject to the restrictions hereinafter set out.

Members of the Nominating/Governance Committee shall be appointed for one (1)

year terms, and no Nominating/Governance Committee member, other than the

Chairman of the Corporation and the President of the Sole Member, shall serve for

more than three (3) consecutive years without a one (1) year hiatus from

appointment and service.

4.3.1.1 Protocol for Nominating/Governance Committee. In

filling any vacancy on the Board of Directors, except as

described in Section 4.10 of these Bylaws, the

Nominating/Governance Committee shall select a Directorship

Candidate Slate of not more than one (1) individual (per Director

vacancy) and shall present such Candidate(s) for Directorship

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5

Nomination to the Board of Directors of the Corporation at its

April meeting. At such meeting, nominations from the floor of

individuals for the position of Director of the Corporation shall

be solicited. If there are nominations from the floor, then by

majority vote, the Board of Directors shall select one nominee

(per Director vacancy) to be added to the Directorship Candidate

Slate. If on the first ballot, the number of individuals receiving a

majority vote is insufficient to fill all vacancies on the Board,

then successive ballots shall be cast for those individuals not

receiving a majority vote until all vacancies are filled. Once all

vacancies on the Board are filled, the Board of Directors of the

Corporation shall present the Slate of Directors which it has

selected to the Sole Member for confirmation at its first Board of

Directors meeting following the Corporation’s April Board of

Directors meeting.

4.3.2 Term, and Conditions of Director Service. Each Director shall be elected

for a three-year term. A Director shall hold office until September 30th of the year

in which the Director’s term expires and, at the option and upon a majority vote of

the Board, until such later date as such Director’s successor shall be elected and

qualify subject, however, to the Director’s prior death, resignation, retirement,

disqualification, or removal from office. The term of service of any Director

elected to fill the unexpired term of a departing Director shall be deemed to

terminate on the date of expiration of the departing Director’s term.

Except as may be modified to comply with the provisions affecting Officers whose

terms of office extend beyond any given Director term, as set out in Section 6.2 of

the Corporation’s By-Laws, and except with respect to the term of a Director, who

serves Ex-Officio, no Director shall be eligible for re-election who has been

elected to serve as the Director of the Corporation for three (3) consecutive, full

three (3) year terms immediately preceding such election. Any period of time for

which a Director is elected to complete the unexpired term of a departed Director

shall not be counted. Upon completion of any series of three (3) consecutive, full

three (3) year terms to which a Director has been elected, such Director shall

forego service as a Director of the Corporation for a period of at least one year. A

Director who is the President of the Sole Member shall serve as Director

throughout his or her term of service in such office without regard to the foregoing

limitations of Directorship Service.

4.3.3 Honorary Board. In recognition of faithful service or advocacy to the

Corporation, an individual, which may be but not limited to a former Director of

the Corporation, may be invited to become a Director of the Honorary Board of the

Corporation by the Board of Directors of the Corporation. In its discretion, the

Board of Directors of the Corporation may invite a Director Emeritus to serve as a

Director of the Honorary Board.

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Directors of the Honorary Board shall serve for life and may provide services such

as counsel to the Corporation as may be established by the Board of Directors of

the Corporation from time to time. A Director of the Honorary Board shall be

given notice of all meetings of the Board of Directors of the Corporation, including

actions by written consent, and may attend all regular or special meetings, but shall

not be entitled to vote as a member of the Board of Directors of the Corporation.

Section 4.4. REGULAR MEETINGS. An Annual Meeting of the Board shall be held

each year in the month of April, for the purpose of electing Directors, subject to confirmation by

the Sole Member, electing Officers, and for the transaction of such other business as may come

before the meeting. The Board shall have regular meetings the frequency of which is consistent

with the needs of the Corporation and, unless the Board shall provide otherwise by resolution,

regular meetings of the Board shall be held twice per year excluding the Annual Meeting. The

Board may by resolution prescribe the time and place for the holding of regular meetings and

may provide that the adoption of such resolution shall constitute notice of such regular meetings.

If the Board does not prescribe the time and place for the holding of regular meetings, such

regular meetings shall be held at the time and place specified by the Chairman in the notice of

each such regular meeting.

Section 4.5. SPECIAL MEETINGS. Special Meetings of the Board may be called by or

at the direction of the Chairman, or the written request of a majority of the members of the

Board, such Meetings to be held at such time and place as shall be designated in the notice

thereof.

Section 4.6. NOTICE. Except as otherwise provided herein, notice of the time and place

of any meeting of the Board shall be published in writing at least seven (7) days previous thereto.

In the case of a special meeting, a written notice by United States Mail or electronic mail

including the general nature of the business to be considered shall be given at least seven (7) days

previous thereto. If agreed to by a majority of the Board, a special meeting of the Board may be

held after notice by telephone or word of mouth to each member at least two (2) days before the

meeting. Any member of the Board may waive notice of any meeting. The attendance of a

member of the Board at any meeting shall constitute a waiver of notice of such meeting, except

where a member of the Board attends a meeting for the express purpose of objecting to the

transaction of any business on the ground that the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of any regular or special meeting of the

Board need be specified in the waiver of notice of such meeting.

Section 4.7. QUORUM. At least fifty-one percent (51%) of the members of the Board,

shall constitute a quorum of the transaction of business at any meeting of the Board, unless

otherwise specifically provided by law, the Articles of Incorporation or these Bylaws.

Attendance shall be either in person or by telephonic connection whereby the distant member and

those members present in person all hear and may speak to and be heard on the matters raised

therein. If less than fifty-one percent (51%) of the members of the Board are present at such

meeting, fifty-one percent (51%) of the members of the Board present may adjourn the meeting

from time to time without further notice, until a quorum shall be present.

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Section 4.8. MANNER OF ACTION.

4.8.1 Formal Action by Board. The act of the majority of the members of the

Board present at a meeting at which a quorum is present shall be the act of the

Board, unless the act of a greater number is required by statute, the Articles of

Incorporation or these Bylaws.

4.8.2 Informal Action by Board. No action of the Board shall be valid unless

taken at a meeting at which a quorum is present, except that any action which may

be taken at a meeting of the Board may be taken without a meeting if a consent in

writing (setting forth the action so taken) shall be signed by all members of the

Board.

Section 4.9. RESIGNATIONS AND REMOVAL. Any member of the Board may resign

from the Board at any time by giving written notice to the Chairman or the Secretary and, unless

otherwise specified therein, the acceptance of such resignation shall not be necessary to make it

effective. Any member may be removed from office at any time with or without cause by the Sole

Member of the Corporationthe Board whenever in its judgment the best interests of the Corporation

would be served thereby.

Section 4.10. VACANCIES. Any vacancy occurring in the membership of the Board which

occurs by reason other than an actual expiration of the member’s term, may be filled by a

recommended successor member nominated by the Chairman and approved by the Sole Member of

the Corporation. A member of the Board appointed to fill a vacancy shall be appointed for the

unexpired term of such member's predecessor in office.

Section 4.11. ATTENDANCE. Each member of the Board shall be required to attend at

least sixty percent (60%) of all meetings per year of the Board duly convened pursuant to these

Bylaws unless excused in writing by the Chairman. Any such member who fails to meet this

minimum requirement of attendance shall be deemed to have resigned such position effective the

last meeting of the Board during such year.

Section 4.12. COMPENSATION. Members of the Board, as such, shall not receive any

stated salaries for their services, but by resolution of the Board a reasonable amount may be

allowed as reimbursement of expenses incurred in attending to their authorized duties; provided,

however, that, subject to the provisions herein concerning duality of interest, nothing herein

contained shall be construed to preclude any member of the Board from serving the Corporation

in any other capacity and receiving compensation therefore.

Section 4.13. PROCEDURE. The Board may adopt its own rules of procedure which

shall not be inconsistent with the Articles of Incorporation, these Bylaws or applicable law. In

the absence of the Board adopting its own special rules of procedure as provided for herein,

Robert’s Rules of Order shall serve as the rules of procedure to be followed.

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Section 4.14. LIMITATION ON BOARD POWERS. Any provisions of these Bylaws

to the contrary notwithstanding, the Corporation and its Board of Directors shall not, without the

prior approval of the Sole Member of the Corporation:

4.14.1 Amend these Bylaws or the Articles of Incorporation of the Corporation;

or

4.14.2 Approve a plan of dissolution of the Corporation; or

4.14.3 Approve a plan of merger or consolidation of the Corporation.

ARTICLE V

BOARD COMMITTEES

Section 5.1. BOARD COMMITTEES.

5.1.1 Composition and Election. The Board, by resolution adopted by a

majority of its members, may create one or more Board Committees consisting of

at least three (3) members. Subject to confirmation by the Board, the Chairman of

the Committee shall appoint the members who are to serve as the members of the

Committee.

5.1.2 Powers and Functions. The resolution creating a Board Committee shall

designate the authority of the Board which such Board Committee shall have and

exercise when the Board is not in session and the functions such Board Committee

shall discharge.

5.1.3 Combination of Board Committees. If the Board determines that any one

or more of the Board Committees should not exist, the Board shall assign the

functions of such Board Committee to a new or existing Board Committee or to the

Board as a whole.

Section 5.2. QUALIFICATION AND TENURE. Each Board Committee shall consist

of three (3) or more persons appointed by the Chairman of the Committee and confirmed by the

Board of Directors. The Chairman of the Corporation shall be an Ex Officio Member of each

Committee. The designation of one or more of such Board Committees and the delegation

thereto by resolution of authority and shall not operate to relieve the Board, or any individual

member of the Board, of any responsibility imposed by law upon it or such member. Each

member of a Board Committee shall hold office until the end of the fiscal year following the

appointment and until such member’s successor as a member of a Board Committee is appointed

with Board approval, unless such member shall sooner cease to be a member of the Committee

or shall resign or be removed from the Board Committee.

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Section 5.3. MEETINGS. Meetings of the Board Committee may be called by, or at the

direction of the Chairman, the chairman of the Board Committee or a majority of the members of

the Board Committee then in office, to be held at such time and place as shall be designated in

the notice of the meeting.

Section 5.4. NOTICE. Notice of the time and place of any meeting of the Board

Committee shall be published in writing by the person(s) calling the meeting at least seven (7)

days previous thereto. If agreed to by a majority of the Board Committee, a special Board

Committee meeting may be held after notice by telephone or word of mouth to each member at

least two (2) days before the meeting. Any member of a Board Committee may waive notice of

any meeting. The attendance of a member of a Board Committee at any meeting shall constitute

a waiver of notice of such meeting, except where a member of a Board Committee attends a

meeting for the express purpose of objecting to the transaction of any business on the ground that

the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the

purpose of, any meeting of a Board Committee need be specified in the notice or waiver of notice

of such meeting unless required by statute.

Section 5.5. QUORUM. A quorum shall exist at any committee meeting which is

attended by either three (3) members of the committee or one-third (1/3) of the committee’s

membership, whichever is greater, unless otherwise specifically provided by the Articles of

Incorporation or these Bylaws. Attendance shall be either in person or by telephonic connection

whereby the distant member and those members present in person all hear and may speak to and

be heard on the matters raised therein. If less than (3) members or one-third (1/3), whichever is

greater, of the Board Committee are present at such meeting, of the members of the Board

Committee present may adjourn the meeting from time to time without further notice, until a

quorum shall be present.

Section 5.6. MANNER OF ACTING.

5.6.1 Formal Action by Board. The act of the majority of the members of a

Board Committee present at a meeting at which a quorum is present shall be the act

of the Board Committee, unless the act of a greater number is required by statute,

the Articles of Incorporation, these Bylaws or by resolution of the Board.

5.6.2 Informal Action by Board. No action of the Board Committee shall be

valid unless taken at a meeting at which a quorum is present, except that any action

which may be taken at a meeting of a Board Committee may be taken without a

meeting if a consent in writing (setting forth the action so taken) shall be signed by

all members of the Board Committee.

Section 5.7. RESIGNATIONS AND REMOVAL. Any member of a Board Committee

may resign therefrom at any time by giving written notice to the chairman of the Committee, the

Chairman or to the Secretary and, unless otherwise specified therein, the acceptance of such

resignation shall not be necessary to make it effective. Any member of a Board Committee may be

removed from office at any time by the Board in its sole discretion without assigning any cause

pursuant to a resolution adopted by a majority of the members of the Board.

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Section 5.8. VACANCIES. Any vacancy occurring in the membership of a Board

Committee and any membership thereon to be filled by reason of an increase in the number of

members of the Board Committee shall be filled by an individual appointed by the Chairman of the

Committee and confirmed by the Board of Directors.

Section 5.9. COMPENSATION. Members of a Board Committee, as such, shall not

receive any stated salaries for their services, but by resolution of the Board a reasonable amount

may be allowed as reimbursement of expenses incurred in attending to their authorized duties;

provided, however, that, subject to the provisions herein concerning duality of interest, nothing

herein contained shall be construed to preclude any member of a Board Committee from serving the

Corporation in any other capacity and receiving compensation therefore.

Section 5.10. PROCEDURE. The chairman for each Board Committee may appoint a

vice chairman for such Board Committee. A Board Committee may adopt its own rules of

procedure which shall not be inconsistent with the Articles of Incorporation, these Bylaws or

applicable law. In the absence of the Board Committee adopting its own special rules of

procedure as provided for herein, Robert’s Rules of Order shall serve as the rules of procedure

such committee shall follow.

Section 5.11. STANDING COMMITTEES. The Corporation shall have the following

standing committees:

5.11.1 Executive Committee. The Executive Committee shall be composed of the

Officers of the Corporation and additional members at-large as recommended by

the Nominating Committee and approved by the Board.. The Chairman of the

Corporation shall serve as Chairman of the Executive Committee. In addition, the

immediate past Chairman of the Corporation shall serve on the Executive

Committee for a period of one (1) year following the end of such immediate past

Chairman’s term of office, unless such immediate past Chairman has left that

office due to death, resignation, disqualification, or removal from office. Subject

to applicable law, the Executive Committee shall have all the authority and power

of the Board to conduct the business of the Corporation in all matters, including

but not limited to finance, investing, contracting, and directing programs,

according to the Corporation’s Bylaws and established policies and regulations.

5.11.2 Finance Committee. The Finance Committee shall be composed of the

Treasurer, who shall be Chairman of the Finance Committee, the Chairman, and at

least one other Board member. The Finance Committee shall review the budget

and financial statements of the Corporation and make recommendations to the

Board. The Finance Committee shall oversee the financial accounts and

investments of the Corporation and make recommendations to the Board.

5.11.3 Nominating/Governance Committee. The Nominating/Governance

Committee shall be composed of not less than five (5) members, one of whom

shall be the Chairman of the Corporation and the second of whom shall be the

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President of the Sole Member. The remaining members of the Committee shall be

selected from the General Directorship by the Chairman of the Board subject to

confirmation by the Board. The members of the Nominating/Governance

Committee shall be appointed for one year terms. No Nominating/Governance

Committee member, other than the Chairman of the Corporation and the President

of the Sole Member, shall serve for more than three (3) consecutive years without a

1-year hiatus from appointment and service. The responsibility of the

Nominating/Governance Committee shall be to nominate a Director candidate slate

in accordance with the provisions of Section 4.3 of these Bylaws and to nominate

individuals to serve as Officers of the Corporation. It shall also be responsible for

ongoing review and recommendations to enhance the ongoing quality and

effectiveness of the Board of Directors. The Nominating/Governance Committee

shall present its slate of Officers to the Board on or before April 30.

5.11.4 Audit Committee. The Audit Committee shall be composed of three (3)

members, and the members of the Audit Committee shall be appointed for one (1)

year terms. The responsibilities of the Audit Committee shall be to participate in

the selection of the auditor(s), and the Committee shall further review and report to

the Board the findings of the annual audit of the Corporation.

Section 5.12. STANDING COMMITTEE REPORTS. The Chairman of each standing

committee shall make regular reports at each of the Corporation’s regular Board meetings.

Section 5.13. AD HOC COMMITTEES. Pursuant to the authority granted to the Board

in Section 6.1., the Board may create such Ad Hoc Committees as it deems appropriate. Ad Hoc

Committees shall conduct their business in accordance with the provisions of this Article V.

ARTICLE VI

OFFICERS

Section 6.1. OFFICERS. The Officers of the Corporation shall be a Chairman, one or

more Vice Chairmen, a Secretary, a Treasurer, and the President of the Sole Member. The

Corporation may, at the discretion of the Board of Directors, provide for different categories of

Officers, and may have additional Officers, including, without limitation, one or more Assistant

Secretaries, and/or Assistant Treasurers. Any two (2) or more offices may be held by the same

person. The duties of certain offices are set forth herein. When the incumbent of an office is

unable to perform the duties thereof or when there is no incumbent of an office (both such

situations referred to hereinafter as the “absence” of the Officer), the duties of the office shall,

unless otherwise provided by the Board of these Bylaws, be performed by the next Officer set

forth in the following sequence: Chairman, Vice Chairman, Secretary, Treasurer.

Section 6.2. APPOINTMENT, TENURE AND ELIGIBILITY.

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6.2.1 Nominating/Governance Committee. The members of the

Nominating/Governance Committee, as set forth in Section 4.3.1, shall serve,

concurrently, as the Officers Nominating/Governance Committee, under the same

terms and conditions as set out in Section.4.3.1.

6.2.1.1 Protocol for Officers Nominating/Governance

Committee. Subject to the conditions and restrictions

hereinafter set forth, in filling any Officer vacancy other than one

held Ex Officio, the Nominating/Governance Committee shall

select an Officer Candidate Slate of not more than two (2)

individuals (per Officer vacancy) and shall submit that slate to

the general directorship for consideration as soon as practicable;

whereupon, nominations from the floor shall be solicited. If

there are nominations from the floor, then, by majority vote, the

general directorship shall select one such nominee (per Officer

vacancy) to be added to the Officer Candidate Slate. At the close

of nominations from the floor and upon selection of the floor

nominee to be added to the Officer Candidate Slate, if any, the

general directorship shall, by majority vote, elect one individual

(per Officer vacancy) to serve in each such Officer vacancy;

PROVIDED, HOWEVER, no individual shall be eligible for

nomination or election to the office of Chairman of the Board

unless he or she shall have served as an Officer of the Board or

as an at-large member of the Executive Committee prior to the

nomination, and FURTHER PROVIDED, HOWEVER, in no

event shall the President of the Sole Member be eligible for

nomination, appointment, or service in any office other than

President of the Sole Member.

6.2.2 Term and Conditions of Officer Service. All Officers shall be elected

each year by the Board at its April Meeting (or at such other meeting as may be

required) for a term commencing on the first day of October thereafter, or until

their successors have been duly elected and qualified, or until their death,

resignation or removal, whichever first occurs; PROVIDED, HOWEVER, no

individual shall be eligible to serve for more than three (3) consecutive years in any

one office unless an exception is requested by the Nominating/Governance

Committee by two-thirds (2/3) vote of the members of the Committee and such

exception is approved by the Board with two-thirds (2/3) vote of the members of

the Board of Directors;

Section 6.3. RESIGNATIONS AND REMOVAL. Any officer may resign at any time by

giving written notice to the Chairman or to the Secretary, and, unless otherwise specified therein,

the acceptance of such resignation shall not be necessary to make it effective. Any Officer may

be removed by the Board whenever in its judgment the best interests of the Corporation would be

served thereby.

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Section 6.4. VACANCIES. A vacancy in an office may be filled by the Board for the

unexpired portion of the term. The Nominating/Governance Committee shall nominate an

officer candidate for any vacancy in an office for the unexpired portion of the term.

Section 6.5. CHAIRMAN. The Chairman shall preside at all meetings of the Board of

Directors and shall exercise and perform such other powers and duties as may from time to time

be assigned to him by the Board of Directors or these Bylaws. The Chairman shall also have the

ultimate responsibility to make certain that the conduct of the Corporation is consistent with the

Articles of Incorporation and the policies of the Board. The Chairman may sign, with the

Secretary or any other Officer authorized by the Board, any deeds, mortgages, bonds, contracts or

other instruments which the Board has authorized to be executed, except in cases where the

signing shall be expressly delegated by the Board, by these Bylaws or by statute, to some other

office or agent of the Corporation. In addition, the Chairman shall exercise and perform such

other powers and duties as may be from time to time assigned to him by the Board of Directors

or these Bylaws or as are incident to the office of Chairman.

Section 6.6. VICE CHAIRMAN. The Vice Chairman shall perform such duties as may

be assigned to him by the Board or the Chairman. In the absence of the Chairman, the Vice

Chairman shall perform the duties of the Chairman.

Section 6.7. TREASURER. The Treasurer shall, subject to the direction of the Chairman,

have charge and custody and be responsible for all funds and securities of the Corporation; to

deposit the same in any bank or banks as the Board of Directors may designate and shall keep

regular full and accurate accounts of all receipts and disbursements, and in general perform all

the duties incident to the office of Treasurer and such other duties as from time to time may be

assigned to the Treasurer by the Chairman, the Board or these Bylaws. In fulfillment of the

duties of the Treasurer, the Treasurer shall be familiar with the fiscal affairs of the Corporation

and keep the Board informed thereof. If required by the Board, the Treasurer shall give a bond

for the faithful discharge of the Treasurer’s duties in such sum and with such surety as the Board

shall determine.

Section 6.8. SECRETARY. The Secretary shall, subject to the direction of the Chairman,

keep a record of the meetings of the Board and all Board Committees in one or more books

provided for that purpose; assure that all notices are given in accordance with the provisions of

these Bylaws and as required by law; be custodian of the seal of the Corporation; shall

countersign, when required, all authorized bonds, contracts, deeds, mortgages, leases, or other

legal instruments; and in general perform all duties incident to the office of Secretary and such

other duties as from time to time may be assigned to the Secretary by the Chairman, the Board, or

these Bylaws.

Section 6.9. COMPENSATION. Officers, as such, shall not receive any stated salaries for

their services, but by resolution of the Board a reasonable amount may be allowed as

reimbursement of expenses incurred in attending to their authorized duties; provided, however,

that, subject to the provisions herein concerning duality of interest, nothing herein contained shall

be construed to preclude any Officer from serving the Corporation in any other capacity and

receiving compensation therefor.

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Section 6.10. BONDS OF OFFICERS. The Board may secure the fidelity of any or all of

such Officers by bond or otherwise, in such terms and with such surety or sureties, conditions,

penalties or securities as shall be required by the Board. The premium or premiums for such

bond or bonds shall be paid out of the corporate funds of the Corporation.

Section 6.11. DELEGATION. The Board may delegate temporarily the powers and

duties of any Officer, in case of such Officer's absence or for any other reason, to any other

Officer, and may authorize the delegation by any Officer of any of such Officer's powers and

duties to any agent or employee subject to the general supervision of such Office.

ARTICLE VII

MISCELLANEOUS

Section 7.1. CONTRACTS. The Board may authorize any Officer or Agent of the

Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract

or execute any instrument in the name of and on behalf of the Corporation, and such authority

may be general or confined to specific instances.

Section 7.2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the

payment of money, and all notes or other evidences of indebtedness issued in the name of the

Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in

such manner as shall from time to time be determined by resolution of the Board. In the absence

of such determination by the Board, such instrument shall be signed by the Treasurer and

countersigned by the Chairman.

Section 7.3. DEPOSITS. All funds of the Corporation shall be deposited from time to

time to the credit of the Corporation in one or more such banks, trust companies or other

depositories as the Board may from time to time designate, upon such terms and conditions as

shall be fixed by the Board. The Board may from time to time authorize the opening and

keeping, with any such depository as it may designate, of general and special bank accounts and

may make such special rules and regulations with respect thereto, not inconsistent with the

provisions of these Bylaws, as it may deem necessary.

Section 7.4. GIFTS. The Board may accept on behalf of the Corporation any contribution,

gift, bequest or devise for and consistent with the general purposes, or for and consistent with any

specific purpose, of the Corporation.

Section 7.5. BOOKS AND RECORDS. The Corporation shall keep correct and complete

books and records of account and shall also keep records of the actions of the Corporation, which

records shall be open to inspection by the voting Membership of the Corporation and members of

the Board at any reasonable time.

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Section 7.6. ANNUAL OPERATING REPORT. The Chairman shall cause an Annual

Report to be submitted to the Board no later than 120 days after the close of each fiscal year of

the Corporation.

Section 7.7. ANNUAL FISCAL REPORT. The Chairman shall cause an Annual Fiscal

Report to be submitted for approval to the Board no later than 120 days after the close of each

fiscal year of the Corporation.

Section 7.8. FISCAL YEAR: ACCOUNTING ELECTION. The fiscal year of and

method of accounting for the Corporation shall be consistent with that of the Sole Member.

Section 7.9. SEAL. The Board shall provide a corporate seal for use by the Corporation.

Section 7.10. NOTICE.

7.10.1 Effective Date. Unless otherwise specified herein, any notice required or

permitted to be given pursuant to the provisions of the Articles of Incorporation,

these Bylaws, or applicable law, shall be in writing, shall be sufficient and

effective as of the date personally delivered or, if sent by mail, on the date

deposited with the United States Postal Services, prepaid and addressed to the

intended receiver at such receiver's last known address as shown in the records of

the Corporation.

7.10.2 Waiver Of Notice. Whenever any notice is required to be given under the

provisions of the Florida General Corporation Statute or Corporation Not-For-

Profit Code of the State or under the provisions of the Articles of Incorporation,

these Bylaws, or applicable law, a waiver thereof in writing signed by the persons

entitled to such notice, whether before or after the time stated therein, shall be

deemed equivalent to the giving of such notice. The attendance of a member at

any meeting shall constitute a waiver of notice of such meeting, except where a

member attends a meeting for the express purpose of objecting to the transaction of

any business on the ground that the meeting is not lawfully called or convened.

Section 7.11. LOANS TO MEMBERS OF THE BOARD AND OFFICERS

PROHIBITED. No loans shall be made by the Corporation to Members of the Board or to any

Officer. The members of the Board who vote for or assent to the making of a loan to a member

of the Board or Officer, and any member of the Board or Officer participating in the making of

such a loan, shall be jointly and severally liable to the Corporation for immediate repayment of

the amount of such loan.

Section 7.12. INDEMNIFICATION OF MEMBERS OF THE BOARD, OFFICERS

AND OTHERS. The Corporation shall have the power to indemnify any person who was or is a

party, or is threatened to be made a party, to any threatened, pending, or completed action, suit,

or proceeding, whether civil, criminal, administrative, or investigative, whether formal or

informal, (including an action by or in the right of, the Corporation), by reason of the fact that he

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or she is or was a dDirector, Oofficer, or Designated Eemployee or agent of the Corporation or is

or was serving at the request of the Corporation as the dDirector, oOfficer, or Designated

Eemployee or agent of another corporation, partnership, joint venture, trust, or other enterprise

against liability incurred in connection with such expenses (including attorneys' fees), judgments,

fines and amounts paid in settlement actually and reasonably incurred by him in connection with

such action, suit or proceeding, including any appeal thereof, if he or she acted in good faith and

in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the

Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to

believe his or her conduct was unlawful.

The Corporation shall have the power to indemnify any person, who was or is a party to any

proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of

the fact that the person is or was a director, officer, employee or agent of the Corporation or is or

was serving at the request of the Corporation as a director, officer, employee or agent of another

corporation, partnership, joint venture, trust or other enterprise against expenses and amounts

paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated

expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection

with the defense of settlement of such proceeding, including any appeal thereof, in accordance

with the provisions of Florida Statutes Section 607.0850(2).

The termination of any proceeding by judgment, order, settlement, or conviction or upon the

please of nolo contendere or its equivalent shall not, of itself, create a presumption that the

person did not act in good faith and in a manner which he or she reasonably believed to be in, or

not opposed to, the best interests of the Corporation or, with any respect to any criminal action or

proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Any indemnification hereunder, unless pursuant to a determination by a court, or pursuant to

Florida Statute Section 607.0850, shall be made by the Corporation only as authorized in the

specific case upon a determination that indemnification of the Director, Officer or Designated

Employeeindemnified party is proper in the circumstances because he or she has met the

applicable standard of conduct set forth above. Such determination shall be made in accordance

with the provisions of 1994 2013 Florida Statute Section 607.0850 as the same now exists and as

it may be amended from time to time. The indemnification provided for herein shall continue as

to a person who has ceased to be a Director, Officer or Designated Employeean indemnified

party, and shall inure to the benefit of the heirs, personal representatives, and administrators of

such a person. The Designated Employeeagent shall be identified from time to time by title by

resolution duly adopted by the Board of Directors of the Corporation. By order of the Board of

Directors, the Corporation may, under comparable terms and limitations, indemnify employees

and agents of the Corporation with respect to activities within the scope of their services as

members of Board Committees, officers, or other officials of the Corporation.

The definitions found in Florida Statute Section 607.0850(11) shall apply to this Section.

Section 7.13. INSURANCE. Nothing herein provided shall limit or otherwise affect the

power of the Corporation to purchase and maintain insurance on behalf of any person who is or

was an Officer, member of the Board, employee or agent of the Corporation or is or was serving

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at the request of the Corporation, against any liability asserted against him and incurred by him in

any such capacity or arising out of his status as such, whether or not the Corporation would have

the power or would be required to indemnify him against such liability under the provisions of

these Bylaws or any applicable law. To the extent such insurance operates to protect any person

against liability, the Corporation's obligation to indemnify shall be deemed satisfied.

Section 7.14. REVOCABILITY OF AUTHORIZATIONS. No authorization,

assignment, referral or delegation of authority by the Board to any committee, Officer, agent or

other official of the Corporation, or any other organization which is associated or affiliated with,

or conducted under the auspices of the Corporation shall preclude the Board from exercising the

authority required to meet its responsibility. The Board shall retain the right to rescind any such

authorization, assignment, referral or delegation in its sole discretion.

Section 7.15. EMPLOYEES OF THE CORPORATION. The Board of Directors may

employ such personnel as it deems necessary or desirable for the efficient operation of the

Corporation.

Section 7.16. DUALITY OF INTERESTS. Except for contracts and transactions

between the Corporation and Indian River Memorial Hospital, Inc., or any of its affiliate

organizations, any contract or other transaction between the Corporation and one or more of the

members of the Board or Officers, or between the Corporation and any other corporation, firm,

association or other entity in which one or more of the members of the Board or Officers are

members of the board, trustees, or officers or have a significant financial or influential interest,

shall be authorized or entered into by the Corporation only after all of the following conditions

are met:

(A) The relevant and material facts as to such member of the Board's or Officer's interest in

such contract or transaction and as to any common directorship, trusteeship, officership, or

financial or influential interest were disclosed in good faith in advance, by such member of the

Board or Officer, to the Board, and such facts are reflected in the minutes of the Board meeting;

and

(B) The relevant and material facts, if any, known to such interested member of the Board

or Officer with respect to such contract or transaction which might reasonably be construed to be

adverse to the Corporation's interest were disclosed in good faith in advance by such member of

the Board or Officer to the Board, and such facts are reflected in the minutes of the Board

meeting; and

(C) Such interested member of the Board or Officer has, as determined by the judgment

of the Board; (i) made the disclosures and fully responded to questions concerning the matters

referred to in (a) and (b) above; (ii) fully met the burden of proof that the contract or transaction

is fair and reasonable to the Corporation at the time such contract or transaction is authorized;

and (iii) not otherwise significantly influenced the action of the Board with respect to the contract

or transaction; and all such determinations by the Board are reflected in the minutes of the Board

Meeting; and

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(D) The Board authorized such contract or transaction by a vote sufficient for the purpose

without counting the votes of such interested Directors; and

(E) Common or interested Directors may be counted in determining the presence of a

quorum at a meeting of the Board of Directors which authorizes, approves, or ratifies such

contract or transaction but may not participate in the vote; and

(F) Such interested member of the Board or Officer was not present at such time as the

vote was taken.; and

Section 7.17. RULES. The Board may adopt, amend or repeal rules (not inconsistent with

these Bylaws) for the management of the internal affairs of the Corporation and the governance

of its Officers, agents, Board Committee.

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Section 7.18. VOTING OF SHARES OWNED BY THE CORPORATION. Unless

otherwise ordered by the Board, the Chairman, the Secretary and the Treasurer, or any of them,

shall have full power and authority on behalf of the Corporation to attend, to vote and to grant

proxies to be used at any meeting of shareholders of any corporation or otherwise exercise rights

of any entity in which the Corporation may hold stock or otherwise be a member. The Board

may confer like powers upon any other person or persons.

Section 7.19. VOTE BY PRESIDING OFFICER. The person acting as presiding officer

at any meeting held pursuant to these Bylaws shall, if a voting member thereof, be entitled to

vote on the same basis as if not acting as a presiding officer.

Section 7.20. GENDER AND NUMBER. Whenever the context required, the gender of

all words used herein shall include the masculine, feminine and neuter, and the number of all

words shall include the singular and plural thereof.

Section 7.21. ARTICLES AND OTHER HEADINGS. The Article and other headings

contained in these Bylaws are for reference purposes only and shall not affect the meaning or

interpretation of these Bylaws.

ARTICLE VIII

AMENDMENTS TO ARTICLES AND BYLAWS

Section 8.1. ARTICLES OF INCORPORATION. The power to make, alter, amend,

repeal or adopt the Articles of Incorporation shall be vested in the Board of Directors, subject,

however, to the written approval of the Sole Member.

Section 8.2. BYLAWS. The power to make, alter, amend, repeal or adopt these Bylaws of

this Corporation shall be vested in the Board of Directors, subject, however, to the written approval

of the Sole Member.

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SECRETARY'S CERTIFICATE

THIS IS TO CERTIFY that the foregoing Amendments to the Bylaws of INDIAN

HOSPITAL FOUNDATION, INC. having been duly adopted by the Board of Directors of the

Corporation at the meeting of the Board on, March 21, 2011______________ and by the Sole

Member of the Corporation at a meeting of the Sole Member on March 23,

2011______________.

IN WITNESS WHEREOF, the undersigned, duly elected and acting Secretary of the

Corporation, has signed this Certificate and affixed the seal of the Corporation hereon this March

23, 2011____________________.

John McConnell, Jr._____________________

Secretary

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Section 4.2, 5.11.1, 6.2.1.1 revised and approved by IRMCF Board of Directors, 4-21-08, approved by IRMC Board

of Directors 4-23-08, Section 4.2 revised and approved by IRMCF Board of Directors, 4-27-09, approved by IRMC

Board of Directors 6-11-2009, Section 5.11.3 revised and approved by IRMCF Board of Directors, 2-16-10,

approved by IRMC Board of Directors, 3-29-10, Section 5.5 revised and approved by IRMCF Board of Directors, 3-

21-11, approved by IRMC Board of Directors, 3-23-11.

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c:\programdata\activepdf\temp\docconverter\folders\default\input\1854661_as approved articles of

incorporation.2014.redline.docn:\firm\clients\indian river medical center foundation\foundation\corporate documents\as approved articles of

incorporation.2014.redline.docn:\firm\clients\indian river medical center foundation\foundation\corporate documents\articles of incorporation.2014.redline.doc

RESOLUTION OF MEMBERS OF2014 AMENDED AND RESTATED ARTICLES OF

INCORPORATION OF INDIAN RIVER HOSPITAL FOUNDATION, INC. TOINC. TO

INC.AMEND CORPORATE CHARTER AND TO REINCORPORATE UNDER THE

PROVISIONS OF FLORIDA STATUTES CHAPTER 617

(A Corporation Not for Profit)

WHEREAS, the members Board of Directors of INDIAN RIVER HOSPITAL

FOUNDATION, INC., a Florida not-for-profit corporation deems it advisable to revise the

corporate charter and to reincorporate under the provisions of Florida Statutes, Chapter

617amend and restate the existing Articles of Incorporation and supersede the existing Articles

of Incorporation filed with the Secretary of State on September 11, 1985; and

WHEREAS, the revised corporate charter shall replace the existing corporate

charter in its entirety.

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors members of

INDIAN RIVER HOSPITAL FOUNDATION, INC. that the charter of the corporationArticles

of Incorporation be and the same is are hereby revised restated and amended in its their entirety

to read as follows:

ARTICLE I

NAME

The name of the Corporation shall be: INDIAN RIVER HOSPITAL FOUNDATION,

INC.

ARTICLE II

PURPOSE

The purposes for which the Corporation is organized are exclusively charitable, scientific

and/or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of

198654, as amended, its Regulations or the corresponding provision of any applicable or the

corresponding provision of any future United States Internal Revenue Llaw or Regulations

(hereinafter collectively referred to as the “Code”). Its activities shall be conducted in such a

manner that no part of its net earnings shall inure to the benefit of any member, director, trustee,

officer, or individual. It shall not have the power to issue certificates of stock or declare

dividends.

The Corporation is further organized as a not-for-profit corporation established to operate

exclusively for the benefit of, or to to perform the functions of and to carry out the purposes of

Indian River Memorial Hospital, Inc., a Florida not-for-profit corporation (d.b.a. Indian River

Medical Center)(hereinafter referred to as “Indian River Memorial Hospital”), and, in the

discretion of the Corporation's Board of Directors, to support other not-for-profit entities

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organized for charitable purposes; provided that each such entity, including Indian River

Memorial Hospital Inc., is an organization described inwhich is qualified as an exempt

organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, its

regulations or the corresponding provision of any applicable future United States Internal

Revenue law or regulations (hereinafter collectively referred to as the "Code") and in as a public

charity under Section 509(a)(1) or (2) of the Code, and, further provided that the Corporation

shall be operated, supervised, or controlled in connection withby each supported organization

within the meaning of Section 509 (a)(3) of the Code (such entities collectively being hereinafter

referred to as "Supported System Members").

The Corporation shall, itself, operate exclusively for charitable, scientific, and/or

educational purposes, and in furtherance of such charitable, scientific and educational purposes,

causes and objects now or at any time hereafter fostered by said Indian River Memorial Hospital,

Inc. and such other Supported System Members, including, without limitation, to make

distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the

Code and as public charities under Section 509(a)(1) or (2) of the Code.

The Corporation is also organized to qualify as an organization exempt from federal

taxation under Section 501(c)(3) of the Code and as a supporting organization under Section

509(a)(3) of the Code; and, notwithstanding any provisions of these Articles, the Corporation

shall not carry on any other activities not permitted to be carried on by a corporation exempt

from federal income tax under Section 501(c)(3) of the Code.

In the event of dissolution of the Corporation or the winding up of its affairs, or other

liquidation of its assets, the Board of Directors Corporation's property shall, after paying or

making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the

assets of the Corporation exclusively for the purposes of be conveyed or distributed to Indian

River Memorial Hospital Inc., a Florida not-for-profit corporation, if still in existence and so

long as such corporation, at the time of such conveyance or distribution, qualifyiinges as an

exempt organization under Section 501(c)(3), and as a public charity under Section 509(a) of the

Code, or if . In the event that Indian River Memorial Hospital Inc. does not qualify, or is not

thenstill in existence and qualifying as tax exempt, then, the Corporation's property shall be

conveyed or distributed to the Indian River County Hospital District, a special tax district

incorporated by Special Act of the Florida Legislature pursuant to Chapter 61-2275, Laws of

Florida, Special Acts of 1961, as amended, and an exempt organization under §501(c)(3) of the

Code a Supported System Member, so long as such Hospital DistrictSupported System Member

at the time of such conveyance or distribution qualifies as an exempt organization under Section

501(c)(3), and as a public charity under Section 509(a) of the Code. In the event that the Indian

River County Hospital Districta Supported System Member does not qualify, or is not then in

existence, the Corporation's property shall be conveyed or distributed to such Florida

corporation(s)organization or organization(s) organized and operated exclusively for charitable,

educational, and/or scientific for nonprofit purposes similar to those of the Corporation which

atwhich at the time of such conveyance or distribution qualifiesy as an exempt organization or

organizations under Section 501(c)(3) of the Code, and as a public charity under Section 509(a)

of the Code, as the Board of Directors of the Corporation mayshall determine to be calculated to

carry out the object and purposes of the Corporation. Any such assets not so disposed of shall be

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disposed of by the appropriate Court of the jurisdiction in which the princpal office of the

Corporation is then located, exclusively for such purposes or to such organization or

organizations as said court shall determine which are organized and operated for such purpose.

No substantial part of the activities of the Corporation shall consist of carrying on

propaganda, or otherwise attempting to influence legislation, and the Corporation shall not

participate in or intervene in (including the publishing or distributing of statements) any political

campaign on behalf of any candidate for public office.

ARTICLE III

POWERS

The Corporation shall possess and may exercise all the powers and privileges granted by

Chapters 607 and 617 of the Florida Statutes, or by any other law of Florida, together with all

powers necessary or convenient to the conduct, promotion, or attainment of the activities or

purposes of the Corporation, and limited only by the restrictions set forth in these Articles of

Incorporation; provided, however, that the Corporation shall not engage in activities that are not

in furtherance of its charitable purposes other than as an insubstantial part of its activities.

ARTICLE IV

TERM OF EXISTENCE

The term for which the Corporation is to exist shall be perpetual.

ARTICLE V

MEMBERSHIP

The Corporation shall be organized as a nonstock, membership corporation.

5.1 QUALIFICATIONS.

The Corporation shall have one voting member who shall be Indian River Memorial

Hospital, Inc. ("Sole Member"), a Florida not-for-profit corporation. The Corporation may

establish such classes of non-voting membership through its Bylaws as it may deem appropriate.

5.2 ADMISSION.

The Sole Member shall bewas automatically admitted to membership upon the filing of

the Articles of Incorporation on September 11, 1985. Non-voting members shall be admitted to

membership inmembership in the manner established in the Bylaws of the Corporation.

ARTICLE VI

INCORPORATOR

The names and addresses of the subscribers to these Articles of Incorporation and

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Incorporators of the Corporation are as follows:

NAME ADDRESS

Robert E. Poysell, Jr. 1705 - 41st Avenue

Vero Beach, FL 32960

H.R. Chenault 5601 North AlA


Marian L. Block P.O. Box 1387


John M. Luther 555 South AlA


James T. Vocelle 2635 Carissa Drive


Howard W. Bain Riverwalk Apt. #407

4701 North AlA


ARTICLE VII

DIRECTORS

76.1 NUMBER.

The affairs of the Corporation are to be managed by a Board of Directors consisting of no

fewer than three (3) Directors as shall from time to time be fixed by, or in the manner provided

in, the Bylaws of the Corporation. The first Board of Directors shall consist of nine (9) members.

7.2 INITIAL BOARD.

The names and addresses of the initial Board of Directors are:

NAME ADDRESS

William G. Whyte 491 Sea Oak Drive John's Island


James A. Thompson, Jr. 3360 Buckinghammock Trail


Marian L. Block P.O. Box 1387


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John K. Moore The Beach Bank of Vero Beach

755 Beachland Boulevard


Samuel A. Block 2127 - 10th Avenue


Robert Jackson 2321 Buena Vista Boulevard


Angelo J. Sanchez 2520 Fairway Drive


Anne Schemel 336 Egret Lane


W. Lynn Velde 251 Indian Harbor Road John's Island


7.36.2 POWERS:

The Board of Directors shall act for the Corporation and shall have the power to decide

all matters relating to the conduct of business for the Corporation.

7.46.3 ELECTION-AND TERM OF OFFICE.

The Directors of the Corporation shall be elected by the Sole Member for one year terms,

such terms commencing at the Annual Meeting of the Board of Directors following their

electionand shall serve terms as provided for in the Bylaws of the Corporation.

ARTICLE VIII

OFFICERS

87.1 NUMBER.

There shall be four (4)The Officers of the Corporation shall be a Chairman, one or more

Vice Chairmen, a. They are: President, Vice President, Secretary, and a Treasurer and the

President of the Sole Member.

87.2 ELECTION AND TERM OF OFFICE.

The oOfficers of the Corporation shall be elected for terms of one (1) year by the Board

of Directors at the Annual Meeting of the Board of Directors each yearand shall serve as

provided for in the Bylaws of the Corporation.

8.37.3 ADDITIONAL OFFICERS.

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The Corporation may, at the discretion of the Board of Directors, provide for different

categories of Officers, and may have additional Officers including, without limitation, one or

more Assistant Secretaries, and/or Assistant Treasurers.

8.47.4 POWERS AND DUTIES.

The powers and duties of the Officers of the Corporation shall be those usually pertaining

to their respective offices, or as may be specifically directed in these Articles of Incorporation or

the Bylaws of the Corporation.

8.5 INITIAL OFFICERS.

The names and addresses of the initial Officers are:

PRESIDENT: William G. Whyte

491 Sea Oak Drive John's Island


VICE PRESIDENT: James A. Thompson, Jr.

3360 Buckinghammock Trail


SECRETARY: Marian L. Block

P.O. Box 1387


TREASURER: Marian L. Block

P.O. Box 1387


ARTICLE IXVIII

BYLAWS

The power to make, alter, amend, repeal, or adopt the Bylaws of this Corporation shall be

as provided for in the Bylaws of the Corporationvested in the Sole Member.

ARTICLE IX

AMENDMENTS

The, power to make, alter, amend, repeal or adopt these Articles of Incorporation shall be

as provided for in the Bylaws of the Corporationvested in the Sole Member.

ARTICLE XI

REGISTERED AGENT AND REGISTERED OFFICE

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The address of the initial registered office of the corporation is 1000 - 36th Street, Vero

Beach, Florida 32960.

The registered agent at that address is Alan C. GuyJeffrey L. Susi.

ARTICLE XII

EFFECTIVE DATE

These Amended and Restated Articles of Incorporation shall be effective upon the

filing hereof with the Secretary of State, State of Florida.

BE IT FURTHER RESOLVED that the Board of Directors of the Corporation and its

officers are hereby authorized to reincorporate under the provisions of Florida Statutes, Chapter

617 and are further authorized to execute such documents as are either necessary or desirable in

order to accomplish such reincorporation.

We hereby certify that the foregoing Resolution was adopted by two-thirds majority vote

of a quorum of the members of INDIAN RIVER HOSPITAL FOUNDATION, INC. present at a

meeting held on the 4th day of September, 1985. The undersigned further certify that the

amendment to the corporate charter set forth in the foregoing Resolution was approved by a

majority of the Directors of INDIAN RIVER HOSPITAL FOUNDATION, INC. atINC. at a

meeting held on the 29th day of August, 1985.These Amended and Restated Articles of

Incorporation were adopted by the Board of Directors at a meeting on December 15, 2014 and

were confirmed by the Sole Member at a meeting of its Board of Directors on

_________________, 2014. The number of votes cast in favor of the adoption of such at both

such meetings were sufficient for approval of same.

Dated this ____ day of ________________, 2014.

INDIAN RIVER HOSPITAL FOUNDATION, INC.

BY:____________________________________

Anthony C. Woodruff, ChairmanRobert E. Poysell, Jr., President

ATTEST:

BY:___________________________

Marian L. BlockJames J. Daly, Secretary

STATE OF FLORIDA

COUNTY OF INDIAN RIVER

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I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State

and County aforesaid to take acknowledgments, personally appeared. ROBERT E. POYSELL,

JR.ANTHONY C. WOODRUFF and MARIAN L. BLOCK JAMES J. DALY, well known to

me to be the President Chairman and Secretary respectively of INDIAN RIVER HOSPITAL

FOUNDATION, INC. and that they severally acknowledged executing the same freely and

voluntarily under authority duly vested in them by said corporation and that the seal affixed

thereto is the true corporate seal of said corporation.

WITNESS my hand and official seal in the County and State last aforesaid this 4th _____ day of

September, 1985__________________, 2015.

Notary Public, State of Florida at Large

My Commission Expires:

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JANUARY 2015

CONTEMPLATED BYLAW REVISIONS

6.1-6 COMPLIANCE COMMITTEE.

6.1-6.1 Composition and Appointment. The Compliance Committee

shall consist of the Committee’s Chairman, the Corporation’s Treasurer and

six (6)five (5) Independent Directors as assessed by the Board in accordance

with its policy on the Independence of Directors. It is intended that the

Compliance Committee shall be solely compromised of Independent

Directors. The chairman of the Compliance Committee is appointed by the

Board from the Committee’s members and is not the Chairman of the Board.

Appointments and revocation of appointments are determined by the Board.

The composition of the Compliance Committee is reviewed annually to ensure

an appropriate balance of skills and experience.

6.1-6-2 AUDIT SUBCOMMITTEE.

6.1-6-2.1 Composition and Appointment. The Audit Subcommittee

shall consist of the same Independent Directors who serve on the Finance

Committee in addition to the Chairman and the President, and such other

persons as shall be duly appointed. The Chairman of the Compliance

Committee shall appoint an Audit Subcommittee Chairman.

6.1-6-2 EXECUTIVE COMPENSATION COMPLIANCE

SUBCOMMITTEE.

6.1-6-2.1 Composition and Appointment. The Executive

Compensation Compliance Subcommittee of the Corporate Compliance

Committee consists of those annually Elected Officers who are Independent

Directors and one (1) other Independent Director.

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